KKR Freya Aggregator L.P. - Jun 23, 2021 Form 4 Insider Report for Focus Financial Partners Inc. (FOCS)

Role: 10%+ Owner
Signature: KKR FREYA AGGREGATOR L.P. By: KKR Freya Aggregator GP LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Vice President and Chief Financial Officer
Stock symbol: FOCS
Transactions as of: Jun 23, 2021
Transactions value $: -$356,283,448
Form type: 4
Date filed: 6/24/2021, 09:28 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FOCS	Class A Common Stock	Conversion of derivative security		+3.65M			3.65M	Jun 23, 2021	See footnotes	F1, F3, F7, F8, F9
transaction	FOCS	Class A Common Stock	Sale	-$182M	-3.65M	-100%	$49.87	0	Jun 23, 2021	See footnotes	F2, F3, F7, F8, F9
transaction	FOCS	Class A Common Stock	Sale	-$154M	-3.09M	-100%	$49.87	0	Jun 23, 2021	See footnotes	F2, F4, F7, F8, F9
transaction	FOCS	Class A Common Stock	Sale	-$20.1M	-404K	-100%	$49.87	0	Jun 23, 2021	See footnotes	F2, F5, F7, F8, F9

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	Units of Focus Financial Partners, LLC	Conversion of derivative security	$0	-3.65M	-100%	$0.00^*	0	Jun 23, 2021	Class A Common Stock	3.65M		See footnotes	F1, F6, F7, F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

KKR Freya Aggregator L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Units of Focus Financial Partners, LLC represent limited liability company units of Focus Financial Partners, LLC and an equal number of shares of Class B common stock ("Class B Common Stock") of Focus Financial Partners Inc. (the "Issuer"), which together are exchangeable, at the option of Focus Financial Partners, LLC or the Issuer, on a one-for-one basis for (i) a share of Class A common stock ("Class A Common Stock") of the Issuer, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) an equivalent amount of cash pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Focus Financial Partners, LLC.
F2	This amount represents the $50.30 secondary public offering price per share of Class A Common Stock less the underwriting discount of $0.43 per share for shares sold pursuant to an underwritten public offering.
F3	These shares of Class A Common Stock are held by KKR Freya Aggregator L.P.
F4	These shares of Class A Common Stock are held by KKR Americas XII (Freya) Blocker Parent L.P.
F5	These shares of Class A Common Stock are held by KKR Americas XII EEA (Freya) Blocker Parent L.P.
F6	These units of Focus Financial Partners, LLC are held by KKR Freya Aggregator L.P.
F7	KKR Freya Aggregator GP LLC is the general partner of KKR Freya Aggregator L.P., KKR Americas Fund XII (Freya) L.P. is the sole member of KKR Freya Aggregator GP LLC, KKR Associates Americas XII AIV L.P. is the general partner of KKR Americas Fund XII (Freya) L.P., and KKR Americas XII AIV GP LLC is the general partner of KKR Associates Americas XII AIV L.P. KKR Associates Americas XII L.P. is the general partner of KKR Americas XII (Freya) Blocker Parent L.P. and KKR Americas XII EEA (Freya) Blocker Parent L.P., and KKR Americas XII Limited is the general partner of KKR Associates Americas XII L.P.
F8	KKR Group Partnership L.P. is the sole member of KKR Americas XII AIV GP LLC and the sole shareholder of KKR Americas XII Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
F9	Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.