SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
STONE POINT CAPITAL LLC

(Last) (First) (Middle)
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2018
3. Issuer Name and Ticker or Trading Symbol
Focus Financial Partners Inc. [ FOCS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 1,099,808 I See Footnotes(1)(7)(10)
Class A Common Stock 1,274,093 I See Footnotes(2)(8)(9)(10)
Class A Common Stock 8,932,981 I See Footnotes(3)(8)(9)(10)
Class A Common Stock 189,319 I See Footnotes(4)(8)(9)(10)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Units of Focus Financial Partners, LLC(5) (5) (5) Class A Common Stock 9,898,270 (5) I See Footnotes(6)(10)
1. Name and Address of Reporting Person*
STONE POINT CAPITAL LLC

(Last) (First) (Middle)
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident FFP LP

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident VI, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident VI Parallel Fund, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident VI DE Parallel Fund, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident FFP GP LLC

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident Capital VI, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
Explanation of Responses:
1. These shares of Class A common stock ("Class A Common Stock") of Focus Financial Partners Inc. (the "Issuer") are held by Trident FFP LP.
2. These shares of Class A Common Stock are held by Trident VI, L.P.
3. These shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P.
4. These shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P.
5. Units of Focus Financial Partners, LLC represent limited liability company units of Focus Financial Partners, LLC and an equal number of shares of Class B common stock ("Class B Common Stock") of the Issuer, which together are exchangeable, at the option of Focus Financial Partners, LLC or the Issuer, on a one-for-one basis for (i) a share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) an equivalent amount of cash pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Focus Financial Partners, LLC.
6. Held by Trident FFP LP.
7. The sole general partner of Trident FFP LP is Trident FFP GP LLC.
8. The sole general partner of each of Trident VI, L.P., Trident VI Parallel Fund, L.P. and Trident VI DE Parallel Fund, L.P. (collectively, the "Trident VI Partnerships") is Trident Capital VI, L.P.
9. Pursuant to certain management agreements, Stone Point Capital LLC has received delegated authority by Trident Capital VI, L.P. relating to the Trident VI Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VI Partnerships without first receiving direction from the Investment Committee of Trident Capital VI, L.P. or a majority of the general partners of Trident Capital VI, L.P. The management agreements do not delegate any power with respect to the disposition of Class A Common Stock or Class B Common Stock held by the Trident VI Partnerships.
10. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Remarks:
On July 30, 2018, James D. Carey, a member and senior principal of Stone Point Capital LLC, was appointed to the board of directors of the Issuer. Mr. Carey is (i) a member of the investment committee and owner of one of the five general partners of Trident Capital VI, L.P. (the general partner of Trident VI, L.P.) and (ii) an owner of one of five members of Trident FFP FP LLC (the general partner of Trident FFP LP). On the basis of the relationships between Mr. Carey and the Reporting Persons, each of the Reporting Persons may be deemed a director by deputization in respect of the Issuer.
Trident FFP LP, By: Trident FFP GP LLC, its general partner, By: /s/ Peter M. Mundheim, Name: Peter M. Mundheim, Title: Vice President & Assistant Secretary 08/01/2018
Trident VI, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Principal 08/01/2018
Trident VI Parallel Fund, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Principal 08/01/2018
Trident VI DE Parallel Fund, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Principal 08/01/2018
Trident FFP GP LLC, By: /s/ Peter M. Mundheim, Name: Peter M. Mundheim, Title: Vice President & Assistant Secretary 08/01/2018
Trident Capital VI, L.P., By: DW Trident VI, LLC, a general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President 08/01/2018
Stone Point Capital LLC, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Principal 08/01/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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