Ruediger Adolf - Dec 7, 2022 Form 4 Insider Report for Focus Financial Partners Inc. (FOCS)

Role
CEO and Chairman, Director
Signature
/s/ J. Russell McGranahan as Attorney-in-Fact
Stock symbol
FOCS
Transactions as of
Dec 7, 2022
Transactions value $
-$28,959
Form type
4
Date filed
12/9/2022, 03:15 PM
Previous filing
Dec 27, 2021
Next filing
Dec 14, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FOCS Common Units in Focus Financial Partners, LLC Tax liability -$29K -788 -6.49% $36.75 11.4K Dec 7, 2022 Class A Common Stock 788 Direct F1, F2, F3
holding FOCS Common Units in Focus Financial Partners, LLC 160K Dec 7, 2022 Class A Common Stock 160K By Adolf Family Trust II F4, F5
holding FOCS Common Units in Focus Financial Partners, LLC 58.5K Dec 7, 2022 Class A Common Stock 58.5K Direct F4
holding FOCS Common Units in Focus Financial Partners, LLC 29.5K Dec 7, 2022 Class A Common Stock 29.5K Direct F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As previously reported, on December 7, 2020, the Reporting Person acquired 12,933 unvested common units that vest in four equal installments on each anniversary of December 7, 2020. Vested common units are exchangeable (together with an equal number of shares of Class B common stock), subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus Financial Partners, LLC ("Focus LLC"), for (i) an equal number of shares of the Issuer's Class A common stock or, (ii) at the election of the Issuer, cash.
F2 On December 7, 2022, 3,234 of the Reporting Person's unvested common units vested and 788 of such common units were withheld by the Issuer to satisfy the tax obligations upon vesting. The number of common units withheld was based on the closing price of the Issuer's Class A common stock on December 6, 2022.
F3 As of the date of this report, 4,891 of these common units are vested and 6,466 of these common units are unvested.
F4 Vested common units are exchangeable (together with an equal number of shares of Class B common stock), subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus LLC, for (i) an equal number of shares of the Issuer's Class A common stock or, (ii) at the election of the Issuer, cash.
F5 Represents securities held by the Adolf Family Trust II, an irrevocable trust established by the Reporting Person for the benefit of his children. The Reporting Person disclaims beneficial ownership of the securities owned by the trust except to the extent of his indirect pecuniary interest therein.
F6 These common units will vest in four equal installments on each anniversary of December 22, 2021.