4//SEC Filing
STONE POINT CAPITAL LLC 4
Accession 0000899243-23-018620
CIK 0001651052other
Filed
Aug 30, 8:00 PM ET
Accepted
Aug 31, 4:15 PM ET
Size
29.4 KB
Accession
0000899243-23-018620
Insider Transaction Report
Form 4
STONE POINT CAPITAL LLC
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−8,250,165$437,258,745→ 0 total(indirect: See Footnotes) - Exercise/Conversion
Class A Common Stock
2023-08-31+8,250,165→ 8,250,165 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−6,701,039$355,155,067→ 0 total(indirect: See Footnotes) - Exercise/Conversion
Units of Focus Financial Partners, LLC
2023-08-31−8,250,165→ 0 total(indirect: See Footnotes)→ Class A Common Stock (8,250,165 underlying) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−955,755$50,655,015→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−142,016$7,526,848→ 0 total(indirect: See Footnotes)
Trident FFP LP
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−955,755$50,655,015→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−8,250,165$437,258,745→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−142,016$7,526,848→ 0 total(indirect: See Footnotes) - Exercise/Conversion
Units of Focus Financial Partners, LLC
2023-08-31−8,250,165→ 0 total(indirect: See Footnotes)→ Class A Common Stock (8,250,165 underlying) - Exercise/Conversion
Class A Common Stock
2023-08-31+8,250,165→ 8,250,165 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−6,701,039$355,155,067→ 0 total(indirect: See Footnotes)
Trident Capital VI, L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−142,016$7,526,848→ 0 total(indirect: See Footnotes) - Exercise/Conversion
Units of Focus Financial Partners, LLC
2023-08-31−8,250,165→ 0 total(indirect: See Footnotes)→ Class A Common Stock (8,250,165 underlying) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−8,250,165$437,258,745→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−955,755$50,655,015→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−6,701,039$355,155,067→ 0 total(indirect: See Footnotes) - Exercise/Conversion
Class A Common Stock
2023-08-31+8,250,165→ 8,250,165 total(indirect: See Footnotes)
Trident FFP GP LLC
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−6,701,039$355,155,067→ 0 total(indirect: See Footnotes) - Exercise/Conversion
Units of Focus Financial Partners, LLC
2023-08-31−8,250,165→ 0 total(indirect: See Footnotes)→ Class A Common Stock (8,250,165 underlying) - Exercise/Conversion
Class A Common Stock
2023-08-31+8,250,165→ 8,250,165 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−8,250,165$437,258,745→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−142,016$7,526,848→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−955,755$50,655,015→ 0 total(indirect: See Footnotes)
Trident VI, L.P.
Director10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2023-08-31+8,250,165→ 8,250,165 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−955,755$50,655,015→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−142,016$7,526,848→ 0 total(indirect: See Footnotes) - Exercise/Conversion
Units of Focus Financial Partners, LLC
2023-08-31−8,250,165→ 0 total(indirect: See Footnotes)→ Class A Common Stock (8,250,165 underlying) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−8,250,165$437,258,745→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−6,701,039$355,155,067→ 0 total(indirect: See Footnotes)
Trident VI DE Parallel Fund, L.P.
Director10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2023-08-31+8,250,165→ 8,250,165 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−6,701,039$355,155,067→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−8,250,165$437,258,745→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−955,755$50,655,015→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−142,016$7,526,848→ 0 total(indirect: See Footnotes) - Exercise/Conversion
Units of Focus Financial Partners, LLC
2023-08-31−8,250,165→ 0 total(indirect: See Footnotes)→ Class A Common Stock (8,250,165 underlying)
Trident VI Parallel Fund, L.P.
Director10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2023-08-31+8,250,165→ 8,250,165 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−8,250,165$437,258,745→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−142,016$7,526,848→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−955,755$50,655,015→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2023-08-31$53.00/sh−6,701,039$355,155,067→ 0 total(indirect: See Footnotes) - Exercise/Conversion
Units of Focus Financial Partners, LLC
2023-08-31−8,250,165→ 0 total(indirect: See Footnotes)→ Class A Common Stock (8,250,165 underlying)
Footnotes (11)
- [F1]Focus Financial Partners Inc. (the "Issuer") was acquired by Ferdinand FFP Acquisition, LLC pursuant to an Agreement and Plan of Merger dated as of February 27, 2023, pursuant to which (i) limited liability company units of Focus Financial Partners, LLC were exchanged for shares of Class A common stock ("Class A Common Stock") of the Issuer on a one for one basis and a corresponding number of shares of Class B common stock ("Class B Common Stock") of the Issuer were surrendered to the Issuer for cancellation, (ii) each share of Class A Common Stock (other than certain excluded shares) was converted into the right to receive $53.00 in cash, and (iii) each share of Class B Common Stock of the Issuer was cancelled and ceased to exist.
- [F10]Pursuant to certain management agreements, Stone Point Capital LLC has received delegated authority by Trident Capital VI, L.P. relating to the Trident VI Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VI Partnerships without first receiving direction from the Investment Committee of Trident Capital VI, L.P. or a majority of the general partners of Trident Capital VI, L.P. The management agreements do not delegate any power with respect to the disposition of Class A Common Stock or Class B Common Stock held by the Trident VI Partnerships.
- [F11]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 were the beneficial owners of any securities reported herein.
- [F2]Limited liability company units of Focus Financial Partners, LLC, which were 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 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.
- [F3]These shares of Class A Common Stock are held by Trident FFP L.P.
- [F4]These shares of Class A Common Stock are held by Trident VI, L.P.
- [F5]These shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P.
- [F6]These shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P.
- [F7]Held by Trident FFP LP.
- [F8]The sole general partner of Trident FFP LP is Trident FFP GP LLC.
- [F9]The sole general partner of each of Trident VI, L.P., Trident VI Parallel Fund, L.P. and Trident VI DE Parallel Fund, L.P. (collectively, the "Trident VI Partnerships") is Trident Capital VI, L.P.
Documents
Issuer
Focus Financial Partners Inc.
CIK 0001651052
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001332638
Filing Metadata
- Form type
- 4
- Filed
- Aug 30, 8:00 PM ET
- Accepted
- Aug 31, 4:15 PM ET
- Size
- 29.4 KB