0001104659-23-097901 4 1 20230831 20230901 20230901 Shanahan James 0001746394 4 34 001-38604 231233920 C/O FOCUS FINANCIAL PARTNERS, INC. 825 THIRD AVENUE, 27TH FLOOR NEW YORK NY 10022 Focus Financial Partners Inc. 0001651052 6282 474780811 DE 1231 875 THIRD AVENUE 28TH FLOOR NEW YORK NY 10022 (646)519-2456 875 THIRD AVENUE 28TH FLOOR NEW YORK NY 10022 4 1 tm2325394-9_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-08-31 1 0001651052 Focus Financial Partners Inc. FOCS 0001746394 Shanahan James 875 THIRD AVENUE, 28TH FLOOR NEW YORK NY 10022 0 1 0 0 Chief Financial Officer 0 Class A Common Stock, $0.01 par value 2023-08-31 4 M 0 46269 A 46269 I By James Shanahan 2020 Irrevocable Insurance Trust Class A Common Stock, $0.01 par value 2023-08-31 4 D 0 46269 53.00 D 0 I By James Shanahan 2020 Irrevocable Insurance Trust Class A Common Stock, $0.01 par value 2023-08-31 4 M 0 907468 A 907468 I By James Shanahan 2020 Revocable Trust Class A Common Stock, $0.01 par value 2023-08-31 4 D 0 907468 53.00 D 0 I By James Shanahan 2020 Revocable Trust Common Units in Focus Financial Partners, LLC 2023-08-31 4 F 0 10811 53.00 D Class A Common Stock, $0.01 par value 10811 18914 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 19.00 2023-08-31 4 J 0 90000 34.00 D Class A Common Stock, $0.01 par value 0 I By James Shanahan 2020 Irrevocable Insurance Trust Incentive Units in Focus Financial Partners, LLC 21.00 2023-08-31 4 J 0 29375 32.00 D Class A Common Stock, $0.01 par value 60625 I By James Shanahan 2020 Irrevocable Insurance Trust Incentive Units in Focus Financial Partners, LLC 21.00 2023-08-31 4 M 0 60625 0 D Common Units in Focus Financial Partners, LLC 36604 0 I By James Shanahan 2020 Irrevocable Insurance Trust Incentive Units in Focus Financial Partners, LLC 37.59 2023-08-31 4 M 0 33240 0 D Common Units in Focus Financial Partners, LLC 9665 0 I By James Shanahan 2020 Irrevocable Insurance Trust Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 46269 0 A Class A Common Stock, $0.01 par value 46269 46269 I By James Shanahan 2020 Irrevocable Insurance Trust Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 46269 0 D Class A Common Stock, $0.01 par value 46269 0 I By James Shanahan 2020 Irrevocable Insurance Trust Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 18914 0 D Common Units in Focus Financial Partners, LLC 18914 0 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 16.00 2023-08-31 4 M 0 11739 0 D Common Units in Focus Financial Partners, LLC 8195 0 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 9.00 2023-08-31 4 M 0 181277 0 D Common Units in Focus Financial Partners, LLC 150493 0 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 11.00 2023-08-31 4 M 0 140000 0 D Common Units in Focus Financial Partners, LLC 110944 0 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 21.00 2023-08-31 4 M 0 386284 0 D Common Units in Focus Financial Partners, LLC 233228 0 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 22.00 2023-08-31 4 M 0 167405 0 D Common Units in Focus Financial Partners, LLC 97916 0 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 33.00 2023-08-31 4 M 0 315016 0 D Common Units in Focus Financial Partners, LLC 118874 224984 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 33.00 2023-08-31 4 D 0 224984 0 D Common Units in Focus Financial Partners, LLC 0 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 28.50 2023-08-31 4 M 0 162806 0 D Common Units in Focus Financial Partners, LLC 75259 0 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 27.90 2023-08-31 4 M 0 179405 0 D Common Units in Focus Financial Partners, LLC 84964 0 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 44.71 2023-08-31 4 M 0 55501 0 D Common Units in Focus Financial Partners, LLC 8681 0 I By James Shanahan 2020 Revocable Trust Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 888554 0 A Class A Common Stock, $0.01 par value 888554 907468 I By James Shanahan 2020 Revocable Trust Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 907468 0 D Class A Common Stock, $0.01 par value 907468 0 I By James Shanahan 2020 Revocable Trust Incentive Units in Focus Financial Partners, LLC 58.50 2023-08-31 4 D 0 65605 0 D Common Units in Focus Financial Partners, LLC 0 I By James Shanahan 2020 Revocable Trust 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. 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. Pursuant to a Rollover Agreement dated August 31, 2023 (the "Rollover Agreement"), among Ferdinand FFP Ultimate Holdings, LP ("Ultimate Holdings"), Ferdinand FFP Parent, Inc. ("Topco"), and a trust established by the reporting person, prior to the LLC Merger, such trust contributed an aggregate of 119,375 Incentive 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 Agreement, valued at an amount per Incentive Unit equal to the Merger Consideration minus the applicable hurdle amount of such Incentive Unit (the "Rollover"). 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. 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. 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 315,016 of these Incentive Units would vest immediately prior to the effective time of the Mergers and 224,984 of these Incentive Units would be forfeited and cancelled for no consideration. These Incentive Units are fully vested. Incentive Units do not expire. 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. 44,851 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. 27,750 of these Incentive Units were scheduled to vest in two equal installments on each anniversary of December 17, 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. (a) 2,824 of the reporting person's Common Units were scheduled to vest in two equal installments on each anniversary of December 7, 2023, (b) 10,420 of the Common Units were scheduled to vest in three equal installments on each anniversary of December 22, 2022 and (c) 12,636 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, 10,811 the reporting person's Common Units were withheld by the Issuer to satisfy the tax obligations upon vesting. 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. 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. Represents securities held by the James Shanahan 2020 Irrevocable Insurance Trust, an irrevocable trust established by the reporting person. The reporting person disclaims beneficial ownership of the securities owned by the trust. /s/ J. Russell McGranahan as Attorney-in-Fact 2023-09-01