Chang Leonard R. 4

Accession 0001104659-23-097891

CIK 0001651052other

View on SEC.gov Company Profile

Filed

Aug 31, 8:00 PM ET

Accepted

Sep 1, 9:30 PM ET

Size

52.1 KB

Accession

0001104659-23-097891

Insider Transaction Report

Form 4

Period: 2023-08-31

Focus Financial Partners Inc.FOCS

Chang Leonard R.

Sr. Managing Dir./Head of M&A

Transactions

Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−142,000→ 0 total
Exercise: $9.00→ Common Units in Focus Financial Partners, LLC (117,886 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−65,000→ 0 total
Exercise: $11.00→ Common Units in Focus Financial Partners, LLC (51,509 underlying)
Exercise/Conversion
Common Units in Focus Financial Partners, LLC
2023-08-31+926,421→ 947,643 total
→ Class A Common Stock, $0.01 par value (926,421 underlying)
Disposition to Issuer
Incentive Units in Focus Financial Partners, LLC
2023-08-31−73,353→ 0 total
Exercise: $58.50→ Class A Common Stock, $0.01 par value
Disposition to Issuer
Incentive Units in Focus Financial Partners, LLC
2023-08-31−249,982→ 350,018 total
Exercise: $33.00→ Common Units in Focus Financial Partners, LLC
Disposition to Issuer
Class A Common Stock, $0.01 par value
2023-08-31$53.00/sh−947,643$50,225,079→ 0 total
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−7,540→ 0 total
Exercise: $16.00→ Common Units in Focus Financial Partners, LLC (5,264 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−50,000→ 0 total
Exercise: $13.00→ Common Units in Focus Financial Partners, LLC (37,736 underlying)
Exercise/Conversion
Class A Common Stock, $0.01 par value
2023-08-31+947,643→ 947,643 total
Disposition to Issuer
Incentive Units in Focus Financial Partners, LLC
2023-08-31−249,982→ 0 total
Exercise: $33.00→ Common Units in Focus Financial Partners, LLC
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−144,717→ 0 total
Exercise: $28.50→ Common Units in Focus Financial Partners, LLC (66,897 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−214,027→ 0 total
Exercise: $27.90→ Common Units in Focus Financial Partners, LLC (101,360 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−66,212→ 0 total
Exercise: $44.71→ Common Units in Focus Financial Partners, LLC (10,357 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−37,159→ 0 total
Exercise: $37.59→ Common Units in Focus Financial Partners, LLC (10,804 underlying)
Exercise/Conversion
Common Units in Focus Financial Partners, LLC
2023-08-31−947,643→ 0 total
→ Class A Common Stock, $0.01 par value (947,643 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−456,284→ 0 total
Exercise: $21.00→ Common Units in Focus Financial Partners, LLC (275,492 underlying)
Tax Payment
Common Units in Focus Financial Partners, LLC
2023-08-31$53.00/sh−12,085$640,505→ 21,222 total
→ Class A Common Stock, $0.01 par value (12,085 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−350,018→ 249,982 total
Exercise: $33.00→ Common Units in Focus Financial Partners, LLC (132,082 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−145,253→ 0 total
Exercise: $22.00→ Common Units in Focus Financial Partners, LLC (84,959 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−50,000→ 0 total
Exercise: $19.00→ Common Units in Focus Financial Partners, LLC (32,075 underlying)

Footnotes (11)

[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.
[F10](a) 3,369 of the reporting person's Common Units were scheduled to vest in two equal installments on each anniversary of December 7, 2023, (b) 11,651 of the Common Units were scheduled to vest in three equal installments on each anniversary of December 22, 2022 and (c) 14,126 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, 12,085 of the reporting person's Common Units were withheld by the Issuer to satisfy the tax obligations upon vesting.
[F11]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.
[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]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.
[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.
[F5]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 350,018 of these Incentive Units would vest immediately prior to the effective time of the Mergers and 249,982 of these Incentive Units would be forfeited and cancelled for no consideration.
[F6]These Incentive Units are fully vested. Incentive Units do not expire.
[F7]53,507 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.
[F8]33,106 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.
[F9]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.

Documents

1 file

4
tm2325394-1_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Focus Financial Partners Inc.

CIK 0001651052

→

Entity typeother

Related Parties

filerCIK 0001796968

Filing Metadata

Form type: 4
Filed: Aug 31, 8:00 PM ET
Accepted: Sep 1, 9:30 PM ET
Size: 52.1 KB

View on SEC.gov