Adolf Ruediger 4

Accession 0001104659-23-097900

CIK 0001651052other

View on SEC.gov Company Profile

Filed

Aug 31, 8:00 PM ET

Accepted

Sep 1, 9:35 PM ET

Size

85.7 KB

Accession

0001104659-23-097900

Insider Transaction Report

Form 4

Period: 2023-08-31

Focus Financial Partners Inc.FOCS

Adolf Ruediger

DirectorCEO & Chairman

Transactions

Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−466,691→ 333,309 total
Exercise: $33.00→ Common Units in Focus Financial Partners, LLC (176,110 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−306,788→ 0 total
Exercise: $27.90→ Common Units in Focus Financial Partners, LLC (145,290 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−100,000→ 0 total(indirect: By Trust)
Exercise: $23.00→ Common Units in Focus Financial Partners, LLC (56,604 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−100,000→ 0 total(indirect: By Trust)
Exercise: $27.90→ Common Units in Focus Financial Partners, LLC (47,358 underlying)
Exercise/Conversion
Class A Common Stock, $0.01 par value
2023-08-31+1,795,225→ 1,795,225 total
Disposition to Issuer
Class A Common Stock, $0.01 par value
2023-08-31$53.00/sh−584,552$30,981,256→ 0 total(indirect: By Trust)
Tax Payment
Common Units in Focus Financial Partners, LLC
2023-08-31$53.00/sh−19,014$1,007,742→ 105,421 total
→ Class A Common Stock, $0.01 par value (19,014 underlying)
Disposition to Issuer
Class A Common Stock, $0.01 par value
2023-08-31$53.00/sh−1,795,225$95,146,925→ 0 total
Exercise/Conversion
Class A Common Stock, $0.01 par value
2023-08-31+584,552→ 584,552 total(indirect: By Trust)
Other
Common Units in Focus Financial Partners, LLC
2023-08-31$53.00/sh−56,604$3,000,012→ 48,817 total
→ Class A Common Stock, $0.01 par value
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−386→ 0 total
Exercise: $6.00→ Common Units in Focus Financial Partners, LLC (342 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−1,081→ 0 total
Exercise: $7.00→ Common Units in Focus Financial Partners, LLC (938 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−220,000→ 0 total
Exercise: $11.00→ Common Units in Focus Financial Partners, LLC (174,339 underlying)
Exercise/Conversion
Common Units in Focus Financial Partners, LLC
2023-08-31−48,817→ 0 total
→ Class A Common Stock, $0.01 par value (48,817 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−421→ 0 total
Exercise: $1.42→ Common Units in Focus Financial Partners, LLC (410 underlying)
Other
Common Units in Focus Financial Partners, LLC
2023-08-31$53.00/sh−132,075$6,999,975→ 28,375 total(indirect: By Trust)
→ Class A Common Stock, $0.01 par value
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−798→ 0 total
Exercise: $5.50→ Common Units in Focus Financial Partners, LLC (715 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−16,511→ 0 total
Exercise: $16.00→ Common Units in Focus Financial Partners, LLC (11,527 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−195,000→ 0 total
Exercise: $13.00→ Common Units in Focus Financial Partners, LLC (147,170 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−206,284→ 0 total
Exercise: $23.00→ Common Units in Focus Financial Partners, LLC (116,765 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−45,000→ 0 total(indirect: By Trust)
Exercise: $44.71→ Common Units in Focus Financial Partners, LLC (7,039 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−157,000→ 0 total
Exercise: $9.00→ Common Units in Focus Financial Partners, LLC (130,340 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−890,640→ 0 total
Exercise: $21.00→ Common Units in Focus Financial Partners, LLC (537,745 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−200,000→ 0 total
Exercise: $19.00→ Common Units in Focus Financial Partners, LLC (128,302 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−35,322→ 0 total
Exercise: $37.59→ Common Units in Focus Financial Partners, LLC (10,270 underlying)
Disposition to Issuer
Incentive Units in Focus Financial Partners, LLC
2023-08-31−333,309→ 0 total
Exercise: $33.00→ Class A Common Stock, $0.01 par value
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−331,642→ 0 total
Exercise: $28.50→ Common Units in Focus Financial Partners, LLC (153,306 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−82,080→ 0 total
Exercise: $44.71→ Common Units in Focus Financial Partners, LLC (12,839 underlying)
Exercise/Conversion
Common Units in Focus Financial Partners, LLC
2023-08-31−1,795,225→ 0 total
→ Class A Common Stock, $0.01 par value (1,795,225 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−90,000→ 0 total(indirect: By Trust)
Exercise: $11.00→ Common Units in Focus Financial Partners, LLC (71,321 underlying)
Exercise/Conversion
Common Units in Focus Financial Partners, LLC
2023-08-31+1,746,408→ 1,795,225 total
→ Class A Common Stock, $0.01 par value (1,746,408 underlying)
Exercise/Conversion
Common Units in Focus Financial Partners, LLC
2023-08-31−28,375→ 0 total(indirect: By Trust)
→ Class A Common Stock, $0.01 par value (28,375 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−470,000→ 0 total(indirect: By Trust)
Exercise: $12.00→ Common Units in Focus Financial Partners, LLC (363,585 underlying)
Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−35,322→ 0 total(indirect: By Trust)
Exercise: $37.59→ Common Units in Focus Financial Partners, LLC (10,270 underlying)

Footnotes (16)

[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]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.
[F11]25,000 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.
[F12]22,500 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.
[F13]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.
[F14](a) 6,466 of the reporting person's Common Units were scheduled to vest on December 7, 2023, (b) 22,144 of the Common Units were scheduled to vest in three equal installments on each anniversary of December 22, 2022 and (c) 26,856 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, 19,014 of the reporting person's Common Units were withheld by the Issuer to satisfy the tax obligations upon vesting.
[F15]These Common Units are fully vested. Common Units do not expire.
[F16]Represents securities held by the Adolf Family Trust II, an irrevocable trust established by the reporting person for the benefit of his children. The reporting person disclaims beneficial ownership of the securities owned by the trust.
[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]Pursuant to Rollover Agreements, dated August 31, 2023 (the "Rollover Agreements"), among Ferdinand FFP Ultimate Holdings, LP ("Ultimate Holdings"), Ferdinand FFP Parent, Inc. ("Topco"), and the reporting person and a trust established by the reporting person, prior to the LLC Merger, the reporting person and such trust collectively contributed 188,679 Common Units of Focus LLC to Topco and subsequently contributed shares of Topco to Ultimate Holdings in exchange for a number Class A-3 non-voting units in Ultimate Holdings, calculated pursuant to the Rollover Agreements, valued at $53.00 per Common Unit (the "Rollover").
[F4]Subsequent to the Rollover, and 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.
[F5]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.
[F6]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 466,691 of these Incentive Units would vest immediately prior to the effective time of the Mergers and 333,309 of these Incentive Units would be forfeited and cancelled for no consideration.
[F7]These Incentive Units are fully vested. Incentive Units do not expire.
[F8]76,697 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.
[F9]41,040 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.

Documents

1 file

4
tm2325394-8_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Focus Financial Partners Inc.

CIK 0001651052

→

Entity typeother

Related Parties

filerCIK 0001746236

Filing Metadata

Form type: 4
Filed: Aug 31, 8:00 PM ET
Accepted: Sep 1, 9:35 PM ET
Size: 85.7 KB

View on SEC.gov