Morganroth Greg S. 4
4 · Focus Financial Partners Inc. · Filed Sep 25, 2020
Insider Transaction Report
Form 4
Morganroth Greg S.
Director
Transactions
- Award
Incentive Units in Focus Financial Partners, LLC
2020-09-24+30,000→ 30,000 totalExercise: $30.48→ Class A Common Stock
Footnotes (4)
- [F1]Each incentive unit in Focus Financial Partners, LLC ("Focus LLC") entitles the holder to receive distributions from Focus LLC if the aggregate distributions made by Focus LLC in respect of each common unit in Focus LLC issued and outstanding on or prior to date of the grant of the incentive unit exceeds a specified amount, referred to as the hurdle amount. 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. Incentive units do not expire.
- [F2]Unvested incentive units will, at vesting, become exchangeable, subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus LLC, as amended (the "Fourth Amended and Restated Focus LLC Agreement"), for (i) a number of shares of the Issuer's Class A common stock that takes into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount or, (ii) at the election of the Issuer, cash.
- [F3]Upon exchange, such incentive units are first converted into a number of common units in Focus LLC that takes into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount, and the resulting common units are then exchanged for an equal number of shares of the Issuer's Class A common stock. The acquisition of the derivative securities was exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
- [F4]These incentive units will vest in three equal installments on each anniversary of September 24, 2020, subject to the director's continued service.