0001104659-23-097897 4 1 20230831 20230901 20230901 McGranahan John Russell 0001796907 4 34 001-38604 231233909 875 THIRD AVENUE 28TH 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 tm2325394-4_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-08-31 1 0001651052 Focus Financial Partners Inc. FOCS 0001796907 McGranahan John Russell 515 NORTH FLAGLER DRIVE WEST PALM BEACH FL 33401 0 1 0 0 General Counsel 0 Class A Common Stock, $0.01 par value 2023-08-31 4 M 0 413124 A 414124 D Class A Common Stock, $0.01 par value 2023-08-31 4 D 0 414124 53.00 D 0 D Common Units in Focus Financial Partners, LLC 2023-08-31 4 F 0 6679 53.00 D Class A Common Stock, $0.01 par value 6679 20611 D Common Units in Focus Financial Partners, LLC 2023-08-31 4 J 0 20611 53.00 D Class A Common Stock, $0.01 par value 0 D Incentive Units in Focus Financial Partners, LLC 21.00 2023-08-31 4 J 0 47113 32.00 D Class A Common Stock, $0.01 par value 139314 D Incentive Units in Focus Financial Partners, LLC 37.59 2023-08-31 4 J 0 29741 15.41 D Class A Common Stock, $0.01 par value 0 I By McGranahan Family 2021 Legacy Trust Incentive Units in Focus Financial Partners, LLC 33.00 2023-08-31 4 M 0 291682 0 D Common Units in Focus Financial Partners, LLC 110069 208318 D Incentive Units in Focus Financial Partners, LLC 33.00 2023-08-31 4 D 0 208318 0 D Class A Common Stock, $0.01 par value 0 D Incentive Units in Focus Financial Partners, LLC 21.00 2023-08-31 4 M 0 139314 0 D Common Units in Focus Financial Partners, LLC 84114 0 D Incentive Units in Focus Financial Partners, LLC 22.00 2023-08-31 4 M 0 135759 0 D Common Units in Focus Financial Partners, LLC 79406 0 D Incentive Units in Focus Financial Partners, LLC 28.50 2023-08-31 4 M 0 120597 0 D Common Units in Focus Financial Partners, LLC 55748 0 D Incentive Units in Focus Financial Partners, LLC 27.90 2023-08-31 4 M 0 160520 0 D Common Units in Focus Financial Partners, LLC 76020 0 D Incentive Units in Focus Financial Partners, LLC 44.71 2023-08-31 4 M 0 49659 0 D Common Units in Focus Financial Partners, LLC 7767 0 D Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 413124 A Class A Common Stock, $0.01 par value 413124 413124 D Common Units in Focus Financial Partners, LLC 2023-08-31 4 M 0 413124 D Class A Common Stock, $0.01 par value 413124 0 D Incentive Units in Focus Financial Partners, LLC 58.50 2023-08-31 4 D 0 58695 0 D Class A Common Stock, $0.01 par value 0 I By McGranahan Family 2021 Legacy 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 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 20,611 Common Units of Focus LLC and an aggregate of 76,854 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 Agreements, valued at $53.00 per Common Unit and $53.00 minus the applicable hurdle amount per 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 291,682 of these Incentive Units would vest immediately prior to the effective time of the Mergers and 208,318 of these Incentive Units would be forfeited and cancelled for no consideration. These Incentive Units are fully vested. Incentive Units do not expire. 40,130 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. 24,829 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. (a) 2,527 of the reporting person's Common Units were scheduled to vest on December 7, 2023, (b) 9,323 of the Common Units were scheduled to vest in two equal installments on each anniversary of December 22, 2022 and (c) 11,306 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, 6,679 of the reporting person's Common Units were withheld by the Issuer to satisfy the tax obligations upon vesting. 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. 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 McGranahan Family 2021 Legacy Trust, an irrevocable grantor trust established by the reporting person for the benefit of certain family members. The reporting person disclaims beneficial ownership of the securities owned by the trust. /s/ J. Russell McGranahan 2023-09-01