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*
Kodialam Rajini Sundar
(Last) (First) (Middle)
875 THIRD AVENUE, 28TH FLOOR
(Street)
NEW YORK NY 10022
(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
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2022
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units in Focus Financial Partners, LLC (1) 12/22/2022 F(2) 1,906 (1) (1) Class A Common Stock 1,906 $37.71 17,465(3) D
Common Units in Focus Financial Partners, LLC (4) (5) (5) Class A Common Stock 7,379 7,379(5) D
Common Units in Focus Financial Partners, LLC (4) (6) (6) Class A Common Stock 17,624 17,624(6) D
Explanation of Responses:
1. As previously reported, on December 22, 2021, the Reporting Person acquired 19,371 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, 4,843 of the Reporting Person's unvested common units vested and 1,906 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, 2,937 of these common units are vested and 14,528 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. These common units will vest in four equal installments on each anniversary of December 7, 2020. As of the date of this report, 3,178 of these common units are vested and 4,201 of these common units are unvested.
6. These common units will vest in four equal installments on each anniversary of December 12, 2022.
/s/ J. Russell McGranahan as Attorney-in-Fact 12/22/2022
** Signature of Reporting Person Date
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* 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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