4//SEC Filing
Morganroth Greg S. 4
Accession 0001104659-23-097899
CIK 0001651052other
Filed
Aug 31, 8:00 PM ET
Accepted
Sep 1, 9:35 PM ET
Size
24.3 KB
Accession
0001104659-23-097899
Insider Transaction Report
Form 4
Morganroth Greg S.
Director
Transactions
- Exercise/Conversion
Incentive Units in Focus Financial Partners LLC
2023-08-31−30,000→ 0 totalExercise: $30.48→ Common Units in Focus Financial Partners LLC (12,747 underlying) - Disposition to Issuer
Class A Common Stock, $0.01 par value
2023-08-31$53.00/sh−20,311$1,076,483→ 0 total - Exercise/Conversion
Class A Common Stock, $0.01 par value
2023-08-31+20,311→ 20,311 total - Exercise/Conversion
Common Units in Focus Financial Partners LLC
2023-08-31+15,937→ 20,311 total→ Class A Common Stock, $0.01 par value (15,937 underlying) - Disposition to Issuer
Incentive Units in Focus Financial Partners LLC
2023-08-31−5,489→ 0 totalExercise: $58.50→ Class A Common Stock, $0.01 par value - Exercise/Conversion
Incentive Units in Focus Financial Partners LLC
2023-08-31−9,341→ 0 totalExercise: $44.71→ Common Units in Focus Financial Partners LLC (1,461 underlying) - Exercise/Conversion
Common Units in Focus Financial Partners LLC
2023-08-31−20,311→ 0 total→ Class A Common Stock, $0.01 par value (20,311 underlying) - Exercise/Conversion
Incentive Units in Focus Financial Partners LLC
2023-08-31−5,948→ 0 totalExercise: $37.59→ Common Units in Focus Financial Partners LLC (1,729 underlying)
Footnotes (9)
- [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"), with Focus LLC surviving 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 subsidiary of Parent.
- [F2]At the effective time of the Company Merger (the "Company Merger Effective Time"), each of the reporting person's shares of Class A common stock of the Issuer (the "Class A Shares") outstanding immediately prior to the Company Merger Effective Time 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 Unit.
- [F5]10,000 of these Incentive Units were scheduled to vest on September 24, 2023, subject to the director's continued service; however, in connection with the Mergers, the board of directors of the Issuer determined to accelerate vesting of the Incentive Units to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
- [F6]3,114 of these Incentive Units were scheduled to vest on December 7, 2023, subject to the director's continued service; however, in connection with the Mergers, the board of directors of the Issuer determined to accelerate vesting of the Incentive Units to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
- [F7]These Incentive Units were scheduled to vest in three equal installments on each anniversary of December 12, 2022, subject to the director's continued service; however, in connection with the Mergers, the board of directors of the Issuer determined to accelerate vesting of the Incentive Units to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
- [F8]Subject to the director's continued service (a) 317 of these Common Units were scheduled to vest on December 7, 2023, (b) 775 of these Common Units were scheduled to vest in two equal installments on each anniversary of December 22, 2022 and (c) 2,261 of these Common Units were scheduled to vest in three equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, the board of directors of the Issuer determined to accelerate vesting of the Common Units to immediately prior to the effective time of the Mergers.
- [F9]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.
Documents
Issuer
Focus Financial Partners Inc.
CIK 0001651052
Entity typeother
Related Parties
1- filerCIK 0001826140
Filing Metadata
- Form type
- 4
- Filed
- Aug 31, 8:00 PM ET
- Accepted
- Sep 1, 9:35 PM ET
- Size
- 24.3 KB