SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Carey James D

(Last)

(First)

(Middle)

C/O STONE POINT CAPITAL LLC

20 HORSENECK LANE

(Street)

GREENWICH

06830-6327

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/02/2021		C		1,296,885	A	⁽¹⁾	12,793,086	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁸⁾
Class A Common Stock	03/02/2021		S		4,662,270	D	$46.2⁽²⁾	8,130,816	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of Focus Financial Partners, LLC⁽¹⁾	⁽¹⁾	03/02/2021		C			1,296,885	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,296,885	$0.00	8,601,385	I	See Footnotes⁽⁵⁾⁽⁸⁾

Explanation of Responses:

1. 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 Focus Financial Partners Inc. (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 ("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.

2. This amount represents the $48.00 secondary public offering price per share of Class A Common Stock less the underwriting discount of $1.80 per share of Class A Common Stock.

3. Securities disposed of consists of shares of Class A Common Stock of the Issuer held as follows: (a) 2,396,693 shares of Class A Common Stock are held by Trident FFP LP, (b) 277,650 shares of Class A Common Stock are held by Trident VI, L.P., (c) 1,946,670 shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P. and (d) 41,257 shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P. The sole general partner of Trident FFP LP is Trident FFP GP LLC, and 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" and, together with Trident FFP LP, the "Trident Stockholders") is Trident Capital VI, L.P.

4. 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. James D. Carey, as a member and managing director at Stone Point Capital LLC and an owner of one of five members of Trident FFP GP LLC and one of five general partners of Trident Capital VI, L.P., may be deemed to be the beneficial owner of the securities held directly by the Trident Stockholders.

5. Held by Trident FFP LP.

6. Beneficially owned securities consists of shares of Class A Common Stock of the Issuer held as follows: (a) 2,396,693 shares of Class A Common Stock are held by Trident FFP LP, (b) 1,274,093 shares of Class A Common Stock are held by Trident VI, L.P., (c) 8,932,981 shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P. and (d) 189,319 shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P.

7. Beneficially owned securities consists of shares of Class A Common Stock of the Issuer held as follows: (a) 0 shares of Class A Common Stock are held by Trident FFP LP, (b) 996,443 shares of Class A Common Stock are held by Trident VI, L.P., (c) 6,986,311 shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P. and (d) 148,062 shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P.

8. Mr. Carey disclaims beneficial ownership of the shares and units held of record or beneficially by the Trident Stockholders, except to the extent of any 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 and Exchange Act of 1934 or otherwise, Mr. Carey is the beneficial owner of any securities reported herein.

Remarks:

	/s/ James D. Carey	03/04/2021
	** 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).
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SEC Form 4: D James Carey converted 1,296,885 units into Class A Common Stock and sold $215,396,874 worth of Class A Common Stock (4,662,270 units at $46.20)