Elizabeth R. Neuhoff - Aug 31, 2023 Form 4 Insider Report for Focus Financial Partners Inc. (FOCS)

Role
Director
Signature
/s/ J. Russell McGranahan as Attorney-in-Fact
Stock symbol
FOCS
Transactions as of
Aug 31, 2023
Transactions value $
-$509,383
Form type
4
Date filed
9/1/2023, 09:33 PM
Previous filing
Dec 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FOCS Class A Common Stock, $0.01 par value Options Exercise +9.61K 9.61K Aug 31, 2023 Direct F3
transaction FOCS Class A Common Stock, $0.01 par value Disposed to Issuer -$509K -9.61K -100% $53.00 0 Aug 31, 2023 Direct F1, F2

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 Options Exercise $0 -5.95K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners LLC 1.73K $37.59 Direct F3, F4, F5
transaction FOCS Incentive Units in Focus Financial Partners LLC Options Exercise $0 -30K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners LLC 5.62K $43.07 Direct F3, F4, F6
transaction FOCS Common Units in Focus Financial Partners LLC Options Exercise +7.35K +325.08% 9.61K Aug 31, 2023 Class A Common Stock, $0.01 par value 7.35K Direct F3
transaction FOCS Common Units in Focus Financial Partners LLC Options Exercise -9.61K -100% 0 Aug 31, 2023 Class A Common Stock, $0.01 par value 9.61K Direct F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Elizabeth R. Neuhoff is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of February 27, 2023, by and among the Issuer, Ferdinand FFP Acquisition, LLC ("Parent"), Ferdinand FFP Merger Sub 1, Inc. ("Company Merger Sub"), Ferdinand FFP Merger Sub 2, LLC ("LLC Merger Sub"), and Focus Financial Partners, LLC ("Focus LLC"), (a) LLC Merger Sub was merged with and into Focus LLC (the "LLC Merger"), with Focus LLC surviving the LLC Merger and (b) immediately after the LLC Merger, Company Merger Sub was merged with and into the Issuer (the "Company Merger" and together with the LLC Merger, the "Mergers"), with the Issuer surviving the Company Merger as a subsidiary of Parent.
F2 At the effective time of the Company Merger (the "Company Merger Effective Time"), each of the reporting person's shares of Class A common stock of the Issuer (the "Class A Shares") outstanding immediately prior to the Company Merger Effective Time was converted into the right to receive cash in an amount equal to $53.00 per Class A Share, without interest and subject to any required withholding taxes (the "Merger Consideration"). As a result of the Mergers, the reporting person no longer beneficially owns, directly or indirectly, any Class A Shares.
F3 Immediately prior to the effective time of the LLC Merger, all of the outstanding vested Common Units and Incentive Units of Focus LLC with a hurdle amount that is less than the Merger Consideration were exchanged for Class A Shares. The Incentive Units were first converted into a number of Common Units that took into account the Merger Consideration and such Incentive Units' aggregate hurdle amount, and the resulting Common Units were then exchanged for an equal number of Class A Shares (the conversions, collectively, the "Vested Units Exchanges"). As a result of the Vested Units Exchanges, the reporting person no longer beneficially owns, directly or indirectly, any Common Units or Incentive Units.
F4 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 Unit.
F5 These Incentive Units were scheduled to vest in three equal installments on each anniversary of December 12, 2022, subject to the director's continued service; however, in connection with the Mergers, the board of directors of the Issuer determined to accelerate vesting of the Incentive Units to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
F6 20,000 of these Incentive Units were scheduled to vest in two equal installments on each anniversary of March 7, 2023, subject to the director's continued service; however, in connection with the Mergers, the board of directors of the Issuer determined to accelerate vesting of the Incentive Units to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
F7 2,261 of these Common Units were scheduled to vest in three equal installments on each anniversary of December 12, 2022, subject to the director's continued service; however, in connection with the Mergers, the board of directors of the Issuer determined to accelerate vesting of the Common Units to immediately prior to the effective time of the Mergers.