Ruediger Adolf - Aug 31, 2023 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: Aug 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 9/1/2023, 09:37 PM
Previous 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	Common Units in Focus Financial Partners, LLC	Options Exercise		+556K	+1960.1%		585K	Aug 31, 2023	Class A Common Stock, $0.01 par value	556K		By Adolf Family Trust II	F1, F3
transaction	FOCS	Common Units in Focus Financial Partners, LLC	Options Exercise		-585K	-100%		0	Aug 31, 2023	Class A Common Stock, $0.01 par value	585K		By Adolf Family Trust II	F1, F3
transaction	FOCS	Incentive Units in Focus Financial Partners, LLC	Disposed to Issuer	$0	-92.9K	-100%	$0.00^*	0	Aug 31, 2023	Class A Common Stock, $0.01 par value		$58.50	Direct	F2, F4
transaction	FOCS	Incentive Units in Focus Financial Partners, LLC	Disposed to Issuer	$0	-46.5K	-100%	$0.00^*	0	Aug 31, 2023	Class A Common Stock, $0.01 par value		$58.50	By Adolf Family Trust II	F2, F3, F4

* 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	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.
F2	Immediately prior to the effective time of the LLC Merger, each Incentive Unit, whether vested or unvested, with a hurdle amount that was equal to or greater than the Merger Consideration, was forfeited and cancelled for no consideration. As a result of the Mergers, the reporting person no longer beneficially owns, directly or indirectly, any Incentive Units.
F3	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.
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 award.