James Shanahan - Dec 12, 2022 Form 4 Insider Report for Focus Financial Partners Inc. (FOCS])

Role
Chief Financial Officer
Signature
/s/ J. Russell McGranahan as Attorney-in-Fact
Stock symbol
FOCS]
Transactions as of
Dec 12, 2022
Transactions value $
$0
Form type
4
Date filed
12/14/2022, 06:53 PM
Previous filing
Dec 9, 2022
Next filing
Dec 22, 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] Incentive Units in Focus Financial Partners, LLC Award $0 +33.2K $0.00 33.2K Dec 12, 2022 Class A Common Stock $37.59 By James Shanahan 2020 Irrevocable Insurance Trust F1, F2, F3, F6
transaction FOCS] Common Units in Focus Financial Partners, LLC Award $0 +12.6K +68.33% $0.00 31.1K Dec 12, 2022 Class A Common Stock 12.6K By James Shanahan 2020 Revocable Trust F4, F5, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each incentive unit in Focus Financial Partners, LLC ("Focus LLC") entitles the holder to receive distributions from Focus LLC if the aggregate distributions made by Focus LLC in respect of each common unit issued and outstanding on or prior to date of the grant of the incentive unit exceeds a specified amount, referred to as the hurdle amount. The hurdle amount is set at the time of grant and typically represents the estimated fair value of a common unit on the date of grant. The figure reflected in column 2 is the hurdle amount assigned to each incentive award.
F2 Unvested incentive units will, at vesting, become exchangeable, subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus LLC, for (i) a number of shares of the Issuer's Class A common stock that takes into account the then-current value of the Issuer's Class A common stock and such incentive units' aggregate hurdle amount or, (ii) at the election of the Issuer, cash. The acquisition of the derivative securities was exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
F3 These incentive units will vest in four equal installments on each anniversary of December 12, 2022. Incentive units do not expire.
F4 Vested common units are exchangeable, 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. The acquisition of the derivative securities was exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
F5 These common units will vest in four equal installments on each anniversary of December 22, 2021.
F6 Represents securities held by the James Shanahan 2020 Irrevocable Insurance Trust, an irrevocable trust established by the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities owned by the trust except to the extent of his indirect pecuniary interest therein.
F7 Includes 29,354 unvested common units.
F8 Represents securities held by the James Shanahan 2020 Revocable Trust, a revocable living trust established by the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities owned by the trust except to the extent of his indirect pecuniary interest therein.