Ruediger Adolf - Aug 31, 2023 Form 4 Insider Report for Focus Financial Partners Inc. (FOCS)

Signature
/s/ J. Russell McGranahan as Attorney-in-Fact
Stock symbol
FOCS
Transactions as of
Aug 31, 2023
Transactions value $
-$137,135,910
Form type
4
Date filed
9/1/2023, 09:35 PM
Previous filing
Dec 22, 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 +1.8M 1.8M Aug 31, 2023 Direct F4
transaction FOCS Class A Common Stock, $0.01 par value Disposed to Issuer -$95.1M -1.8M -100% $53.00 0 Aug 31, 2023 Direct F1, F2
transaction FOCS Class A Common Stock, $0.01 par value Options Exercise +585K 585K Aug 31, 2023 By Adolf Family Trust II F4, F16
transaction FOCS Class A Common Stock, $0.01 par value Disposed to Issuer -$31M -585K -100% $53.00 0 Aug 31, 2023 By Adolf Family Trust II F1, F2, F16

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 -$1.01M -19K -15.28% $53.00 105K Aug 31, 2023 Class A Common Stock, $0.01 par value 19K Direct F14
transaction FOCS Common Units in Focus Financial Partners, LLC Other -$3M -56.6K -53.69% $53.00 48.8K Aug 31, 2023 Class A Common Stock, $0.01 par value Direct F3, F14
transaction FOCS Common Units in Focus Financial Partners, LLC Other -$7M -132K -82.32% $53.00 28.4K Aug 31, 2023 Class A Common Stock, $0.01 par value By Adolf Family Trust II F3, F15, F16
transaction FOCS Common Units in Focus Financial Partners, LLC Options Exercise $0 -48.8K -100% $0.00* 0 Aug 31, 2023 Class A Common Stock, $0.01 par value 48.8K Direct F4, F14
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -421 -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 410 $1.42 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -798 -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 715 $5.50 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -386 -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 342 $6.00 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -16.5K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 11.5K $16.00 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -1.08K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 938 $7.00 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -157K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 130K $9.00 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -220K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 174K $11.00 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -195K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 147K $13.00 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -200K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 128K $19.00 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -891K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 538K $21.00 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -206K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 117K $23.00 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -467K -58.34% $0.00 333K Aug 31, 2023 Common Units in Focus Financial Partners, LLC 176K $33.00 Direct F4, F5, F6
transaction FOCS Incentive Units in Focus Financial Partners, LLC Disposed to Issuer $0 -333K -100% $0.00* 0 Aug 31, 2023 Class A Common Stock, $0.01 par value $33.00 Direct F5, F6
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -332K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 153K $28.50 Direct F4, F5, F7
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -307K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 145K $27.90 Direct F4, F5, F8
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -82.1K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 12.8K $44.71 Direct F4, F5, F9
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -35.3K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 10.3K $37.59 Direct F4, F5, F10
transaction FOCS Common Units in Focus Financial Partners, LLC Options Exercise +1.75M +3577.46% 1.8M Aug 31, 2023 Class A Common Stock, $0.01 par value 1.75M Direct F4
transaction FOCS Common Units in Focus Financial Partners, LLC Options Exercise -1.8M -100% 0 Aug 31, 2023 Class A Common Stock, $0.01 par value 1.8M Direct F4
transaction FOCS Common Units in Focus Financial Partners, LLC Options Exercise $0 -28.4K -100% $0.00* 0 Aug 31, 2023 Class A Common Stock, $0.01 par value 28.4K By Adolf Family Trust II F4, F16
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -90K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 71.3K $11.00 By Adolf Family Trust II F4, F5, F7, F16
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -470K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 364K $12.00 By Adolf Family Trust II F4, F5, F7, F16
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -100K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 56.6K $23.00 By Adolf Family Trust II F4, F5, F7, F16
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -100K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 47.4K $27.90 By Adolf Family Trust II F4, F5, F11, F16
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -45K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 7.04K $44.71 By Adolf Family Trust II F4, F5, F12, F16
transaction FOCS Incentive Units in Focus Financial Partners, LLC Options Exercise $0 -35.3K -100% $0.00* 0 Aug 31, 2023 Common Units in Focus Financial Partners, LLC 10.3K $37.59 By Adolf Family Trust II F4, F5, F13, F16
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ruediger Adolf 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") 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 wholly-owned subsidiary of Parent.
F2 At the effective time of the Company Merger, each of the reporting person's shares of Class A common stock of the Issuer (the "Class A Shares") outstanding immediately prior to the effective time of the Company Merger, 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 Pursuant to Rollover Agreements, dated August 31, 2023 (the "Rollover Agreements"), among Ferdinand FFP Ultimate Holdings, LP ("Ultimate Holdings"), Ferdinand FFP Parent, Inc. ("Topco"), and the reporting person and a trust established by the reporting person, prior to the LLC Merger, the reporting person and such trust collectively contributed 188,679 Common Units of Focus LLC to Topco and subsequently contributed shares of Topco to Ultimate Holdings in exchange for a number Class A-3 non-voting units in Ultimate Holdings, calculated pursuant to the Rollover Agreements, valued at $53.00 per Common Unit (the "Rollover").
F4 Subsequent to the Rollover, and 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.
F5 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.
F6 These Incentive Units were scheduled to vest linearly on the sixth anniversary of the Issuer's initial public offering; however, in connection with the Mergers, the reporting person agreed that 466,691 of these Incentive Units would vest immediately prior to the effective time of the Mergers and 333,309 of these Incentive Units would be forfeited and cancelled for no consideration.
F7 These Incentive Units are fully vested. Incentive Units do not expire.
F8 76,697 of these Incentive Units were scheduled to vest on December 11, 2023; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
F9 41,040 of these Incentive Units were scheduled to vest in two equal installments on each anniversary of December 7, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
F10 These Incentive Units were scheduled to vest in four equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
F11 25,000 of these Incentive Units were scheduled to vest on December 11, 2023; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
F12 22,500 of these Incentive Units were scheduled to vest in two equal installments on each anniversary of December 7, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
F13 These Incentive Units were scheduled to vest in four equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
F14 (a) 6,466 of the reporting person's Common Units were scheduled to vest on December 7, 2023, (b) 22,144 of the Common Units were scheduled to vest in three equal installments on each anniversary of December 22, 2022 and (c) 26,856 of the Common Units were scheduled to vest in four equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Common Units was accelerated to immediately prior to the effective time of the Mergers. In connection with such vesting, 19,014 of the reporting person's Common Units were withheld by the Issuer to satisfy the tax obligations upon vesting.
F15 These Common Units are fully vested. Common Units do not expire.
F16 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.