Sec Form 13G Filing - CCP II Cayman GP Ltd. filing for Focus Financial Partners Inc. (FOCS) - 2020-01-15

CUSIP No. 34417P100

Page 2 of 17

CUSIP No.  34417P100

Page 7 of 17

(a)

Amount beneficially owned: 629,561

(b)

Percent of class: 1.33%. The percentages used herein and in the rest of this Schedule 13G are calculated based on 47,255,907 Common Shares of the Company outstanding as of November 5, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2019.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 629,561

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 629,561

AIV has the power to dispose of and the power to vote the Common Shares beneficially owned by it, which powers may also be exercised by Associates, its general partner, CCP II, the general partner of Associates, and Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Shares beneficially owned by AIV. However, none of the foregoing should be construed in and of itself as an admission by Associates, CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Associates, CCP II, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV.

(a)

Amount beneficially owned: 253,453

(b)

Percent of class: 0.54%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 253,453

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 253,453

AIV Holdings has the power to dispose of and the power to vote the Common Shares beneficially owned by it, which powers may also be exercised by Associates, its general partner, CCP II, the general partner of Associates, and Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Shares beneficially owned by AIV Holdings. However, none of the foregoing should be construed in and of itself as an admission by Associates, CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Associates, CCP II, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV Holdings.

(a)

Amount beneficially owned: 12,310

(b)

Percent of class: 0.03%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 12,310

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 12,310

AIV-B has the power to dispose of and the power to vote the Common Shares beneficially

Centerbridge Associates II, L.P.

(a)

Amount beneficially owned: 895,324

(b)

Percent of class: 1.89%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 895,324

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 895,324

Associates does not directly own any of the Common Shares. Associates, as the general partner of AIV, AIV Holdings and AIV-B, has the power to dispose of and the power to vote the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B, which powers may also be exercised by CCP II, the general partner of Associates, and Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, Associates may be deemed to beneficially own the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B. However, none of the foregoing should be construed in and of itself as an admission by Associates, CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Associates, CCP II, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV, AIV Holdings and AIV-B.

CCP II Cayman GP Ltd.

(a)

Amount beneficially owned: 895,324

(b)

Percent of class: 1.89%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 895,324

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 895,324

CCP II does not directly own any of the Common Shares. CCP II, as the general partner of Associates, which is the general partner of AIV, AIV Holdings and AIV-B, has the power to dispose of and the power to vote the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B, which powers may also be exercised by Messrs. Aronson and Gallogly, the directors of CCP II. By reason of the provisions of Rule 13d-3 of the Act, CCP II may be deemed to beneficially own the Common Shares beneficially owned by AIV, AIV Holdings and AIV-B. However, none of the foregoing should be construed in and of itself as an admission by CCP II, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of CCP II, Associates, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by AIV, AIV Holdings and AIV-B.

(a)

Amount beneficially owned: 6,511

(b)

Percent of class: 0.01%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 6,511

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 6,511

SBS II has the power to dispose of and the power to vote the Common Shares beneficially owned by it, which powers may also be exercised by SBS GP, its general partner, and Messrs. Aronson and Gallogly, the managing members of CCP II. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the Common Shares beneficially owned by SBS II. However, none of the foregoing should be construed in and of itself as an admission by SBS GP, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of SBS GP, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by SBS II.

CCP SBS GP, LLC

(a)

Amount beneficially owned: 6,511

(b)

Percent of class: 0.01%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 6,511

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 6,511

SBS GP does not directly own any of the Common Shares. SBS GP, as the general partner of SBS II, has the power to dispose of and the power to vote the Common Shares beneficially owned by SBS II, which powers may also be exercised by Messrs. Aronson and Gallogly, the managing members of SBS GP. By reason of the provisions of Rule 13d-3 of the Act, SBS GP may be deemed to beneficially own the Common Shares beneficially owned by SBS II. However, none of the foregoing should be construed in and of itself as an admission by SBS GP, Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of SBS GP, Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by SBS II.

(a)

Amount beneficially owned: 901,835

(b)

Percent of class: 1.91%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 901,835

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 901,835

Mr. Aronson and Mr. Gallogly, as directors of CCP II and managing members of SBS GP, share the power to dispose of and the power to vote, the Common Shares beneficially owned by the Centerbridge Funds. Neither Mr. Aronson nor Mr.

(a)

Amount beneficially owned: 901,835

(b)

Percent of class: 1.91%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 901,835

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 901,835

Mr. Aronson and Mr. Gallogly, as directors of CCP II and managing members of SBS GP, share the power to dispose of and the power to vote, the Common Shares beneficially owned by the Centerbridge Funds. Neither Mr. Aronson nor Mr. Gallogly directly owns any of the Common Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Aronson and Mr. Gallogly may be deemed to beneficially own the Common Shares beneficially owned by the Centerbridge Funds. However, none of the foregoing should be construed in and of itself as an admission by Mr. Aronson, Mr. Gallogly or any Reporting Person as to beneficial ownership of the Common Shares owned by another Reporting Person. In addition, each of Mr. Aronson and Mr. Gallogly expressly disclaims beneficial ownership of the Common Shares owned by the Centerbridge Funds.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not Applicable.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not Applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not Applicable.

NOTICE OF DISSOLUTION OF GROUP.

Not Applicable.

ITEM 10.

CERTIFICATION.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under § 240.14a-11.

CP FALCON AIV, L.P.

By:

Centerbridge Associates II, L.P., its general partner

By:

CCP II Cayman GP Ltd., its general partner

By:

Name: Susanne V. Clark

Title: Authorized Signatory

CP FALCON AIV HOLDINGS, L.P.

By:

Centerbridge Associates II, L.P., its general partner

By:

CCP II Cayman GP Ltd., its general partner

By:

Name: Susanne V. Clark

Title: Authorized Signatory

CCP II FALCON AIV-B, L.P.

By:

Centerbridge Associates II, L.P., its general partner

By:

CCP II Cayman GP Ltd., its general partner

By:

Name: Susanne V. Clark

Title: Authorized Signatory

CENTERBRIDGE ASSOCIATES II, L.P.

By:

CCP II Cayman GP Ltd., its general partner

By:

Title: Authorized Signatory

CCP II CAYMAN GP LTD.

By:

Title: Authorized Signatory

CENTERBRIDGE CAPITAL PARTNERS SBS II, L.P.

By:

CCP SBS GP, LLC, its general partner

By:

Title: Authorized Signatory

CCP SBS GP, LLC

By:

Title: Authorized Signatory

By:

Jeffrey H. Aronson

By:

Mark T. Gallogly