James Shanahan - Dec 22, 2022 Form 4 Insider Report for Focus Financial Partners Inc. (FOCS)

Role
Chief Financial Officer
Signature
/s/ J. Russell McGranahan as Attorney-in-Fact
Stock symbol
FOCS
Transactions as of
Dec 22, 2022
Transactions value $
-$52,945
Form type
4
Date filed
12/22/2022, 03:31 PM
Previous filing
Dec 14, 2022
Next filing
Sep 1, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FOCS Common Units in Focus Financial Partners, LLC Tax liability -$52.9K -1.4K -10.11% $37.71 12.5K Dec 22, 2022 Class A Common Stock 1.4K By James Shanahan 2020 Revocable Trust F1, F2, F3, F4
holding FOCS Common Units in Focus Financial Partners, LLC 4.6K Dec 22, 2022 Class A Common Stock 4.6K By James Shanahan 2020 Revocable Trust F4, F5, F6
holding FOCS Common Units in Focus Financial Partners, LLC 12.6K Dec 22, 2022 Class A Common Stock 12.6K By James Shanahan 2020 Revocable Trust F4, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As previously reported, on December 22, 2021, the Reporting Person acquired 13,894 unvested common units that vest in four equal installments on each anniversary of December 22, 2021. Vested common units are exchangeable (together with an equal number of shares of Class B common stock), subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus Financial Partners, LLC ("Focus LLC"), for (i) an equal number of shares of the Issuer's Class A common stock or, (ii) at the election of the Issuer, cash.
F2 On December 22, 2022, 3,474 of the Reporting Person's unvested common units vested and 1,404 of such common units were withheld by the Issuer to satisfy the tax obligations upon vesting. The number of common units withheld was based on the closing price of the Issuer's Class A common stock on December 21, 2022.
F3 As of the date of this report, 2,070 of these common units are vested and 10,420 of these common units are unvested.
F4 Represents securities held by the James Shanahan 2020 Revocable Trust, a revocable living trust established by the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities owned by the trust except to the extent of his indirect pecuniary interest therein.
F5 Vested common units are exchangeable (together with an equal number of shares of Class B common stock), subject to certain restrictions in the Fourth Amended and Restated Operating Agreement of Focus LLC, for (i) an equal number of shares of the Issuer's Class A common stock or, (ii) at the election of the Issuer, cash.
F6 These common units will vest in four equal installments on each anniversary of December 7, 2020. As of the date of this report, 1,775 of these common units are vested and 2,824 of these common units are unvested.
F7 These incentive units will vest in four equal installments on each anniversary of December 12, 2022.