SEC Form 4: Stone Point Capital Llc converted options into 8,250,165 shares and returned $850,595,675 worth of shares to the company (16,048,975 units at $53.00)
$FOCS
Investment Managers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Focus Financial Partners Inc. [ FOCS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/31/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Class A Common Stock | 08/31/2023 | M(1)(2) | 8,250,165 | A | (1)(2) | 8,250,165 | I | See Footnotes(3)(8)(11) | ||
| Class A Common Stock | 08/31/2023 | D(1) | 8,250,165 | D | $53(1) | 0 | I | See Footnotes(3)(8)(11) | ||
| Class A Common Stock | 08/31/2023 | D(1) | 955,755 | D | $53(1) | 0 | I | See Footnotes(4)(9)(10)(11) | ||
| Class A Common Stock | 08/31/2023 | D(1) | 6,701,039 | D | $53(1) | 0 | I | See Footnotes(5)(9)(10)(11) | ||
| Class A Common Stock | 08/31/2023 | D(1) | 142,016 | D | $53(1) | 0 | I | See Footnotes(6)(9)(10)(11) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Units of Focus Financial Partners, LLC(1) | (2) | 08/31/2023 | M(1) | 8,250,165 | (2) | (2) | Class A Common Stock | 8,250,165 | $0.00 | 0 | I | See Footnotes(7)(8)(11) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Focus Financial Partners Inc. (the "Issuer") was acquired by Ferdinand FFP Acquisition, LLC pursuant to an Agreement and Plan of Merger dated as of February 27, 2023, pursuant to which (i) limited liability company units of Focus Financial Partners, LLC were exchanged for shares of Class A common stock ("Class A Common Stock") of the Issuer on a one for one basis and a corresponding number of shares of Class B common stock ("Class B Common Stock") of the Issuer were surrendered to the Issuer for cancellation, (ii) each share of Class A Common Stock (other than certain excluded shares) was converted into the right to receive $53.00 in cash, and (iii) each share of Class B Common Stock of the Issuer was cancelled and ceased to exist. |
| 2. Limited liability company units of Focus Financial Partners, LLC, which were 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 of the Issuer, 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. |
| 3. These shares of Class A Common Stock are held by Trident FFP L.P. |
| 4. These shares of Class A Common Stock are held by Trident VI, L.P. |
| 5. These shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P. |
| 6. These shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P. |
| 7. Held by Trident FFP LP. |
| 8. The sole general partner of Trident FFP LP is Trident FFP GP LLC. |
| 9. 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. |
| 10. 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. |
| 11. 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 were the beneficial owners of any securities reported herein. |
| Remarks: |
| James D. Carey, a member and managing director of Stone Point Capital LLC, was a member of the board of directors of the Issuer. Mr. Carey is (i) an owner of one of the five general partners of Trident Capital VI, L.P. (the general partner of each of the Trident Partnerships) and (ii) an owner of one of five members of Trident FFP GP 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 have been deemed a director by deputization in respect of the Issuer. |
| TRIDENT FFP LP, By: Trident FFP GP LLC, its general partner, By: DW Trident VI, LLC, its member, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 08/31/2023 | |
| TRIDENT VI, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Managing Director | 08/31/2023 | |
| TRIDENT VI PARALLEL FUND, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Managing Director | 08/31/2023 | |
| TRIDENT VI DE PARALLEL FUND, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Managing Director | 08/31/2023 | |
| TRIDENT FFP GP LLC, By: DW Trident VI, LLC, its member, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 08/31/2023 | |
| TRIDENT CAPITAL VI, L.P., By: DW Trident VI, LLC, a general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 08/31/2023 | |
| STONE POINT CAPITAL LLC, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Managing Director | 08/31/2023 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||