Ruediger Adolf - Dec 22, 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 22, 2022
Transactions value $
-$67,803
Form type
4
Date filed
12/22/2022, 03:29 PM
Previous filing
Dec 14, 2022
Next filing
Sep 1, 2023

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 -$67.8K -1.8K -6.09% $37.71 27.7K Dec 22, 2022 Class A Common Stock 1.8K Direct F1, F2, F3
holding FOCS Common Units in Focus Financial Partners, LLC 160K Dec 22, 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 22, 2022 Class A Common Stock 58.5K Direct F4
holding FOCS Common Units in Focus Financial Partners, LLC 11.4K Dec 22, 2022 Class A Common Stock 11.4K Direct F4, F6
holding FOCS Common Units in Focus Financial Partners, LLC 26.9K Dec 22, 2022 Class A Common Stock 26.9K Direct F4, F7
* 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 22, 2021, the Reporting Person acquired 29,525 unvested common units that vest in four equal installments on each anniversary of December 22, 2021. 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 22, 2022, 7,381 of the Reporting Person's unvested common units vested and 1,798 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 21, 2022.
F3 As of the date of this report, 5,583 of these common units are vested and 22,144 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 7, 2020. As of the date of this report, 4,891 of these common units are vested and 6,466 of these common units are unvested.
F7 These common units will vest in four equal installments on each anniversary of December 12, 2022.