FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Adolf Ruediger
2. Issuer Name and Ticker or Trading Symbol

Focus Financial Partners Inc. [ FOCS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO and Chairman
(Last)          (First)          (Middle)

515 NORTH FLAGLER DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/22/2022
(Street)

WEST PALM BEACH, FL 33401
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units in Focus Financial Partners, LLC  (1)12/22/2022  F (2)    1798   (1) (1)Class A Common Stock 1798 $37.71 27727 (3)D  
Common Units in Focus Financial Partners, LLC  (4)           (4) (4)Class A Common Stock 160450  160450 I By Adolf Family Trust II (5)
Common Units in Focus Financial Partners, LLC  (4)           (4) (4)Class A Common Stock 58495  58495 D  
Common Units in Focus Financial Partners, LLC  (4)           (6) (6)Class A Common Stock 11357  11357 (6)D  
Common Units in Focus Financial Partners, LLC  (4)           (7) (7)Class A Common Stock 26856  26856 (7)D  

Explanation of Responses:
(1) As previously reported, on December 22, 2021, the Reporting Person acquired 29,525 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.
(2) On December 22, 2022, 7,381 of the Reporting Person's unvested common units vested and 1,798 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.
(3) As of the date of this report, 5,583 of these common units are vested and 22,144 of these common units are unvested.
(4) 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.
(5) 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 except to the extent of his indirect pecuniary interest therein.
(6) These common units will vest in four equal installments on each anniversary of December 7, 2020. As of the date of this report, 4,891 of these common units are vested and 6,466 of these common units are unvested.
(7) These common units will vest in four equal installments on each anniversary of December 12, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Adolf Ruediger
515 NORTH FLAGLER DRIVE
WEST PALM BEACH, FL 33401
X
CEO and Chairman

Signatures
/s/ J. Russell McGranahan as Attorney-in-Fact12/22/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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