Sec Form 4 Filing - STONE POINT CAPITAL LLC @ Focus Financial Partners Inc. - 2021-03-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STONE POINT CAPITAL LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 20 HORSENECK LANE, 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2021 (Street) GREENWICH, CT06830-6327 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/02/2021 C 1,296,885 A 2,396,693 I See Footnotes ( 3 ) ( 8 ) ( 11 ) Class A Common Stock 03/02/2021 S 2,396,693 D $ 46.2 ( 2 ) 0 I See Footnotes ( 3 ) ( 8 ) ( 11 ) Class A Common Stock 03/02/2021 S 277,650 D $ 46.2 ( 2 ) 996,443 I See Footnotes ( 4 ) ( 9 ) ( 10 ) ( 11 ) Class A Common Stock 03/02/2021 S 1,946,670 D $ 46.2 ( 2 ) 6,986,311 I See Footnotes ( 5 ) ( 9 ) ( 10 ) ( 11 ) Class A Common Stock 03/02/2021 S 41,257 D $ 46.2 ( 2 ) 148,062 I See Footnotes ( 6 ) ( 9 ) ( 10 ) ( 11 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) ( 1 ) 03/02/2021 C 1,296,885 ( 1 ) ( 1 ) Class A Common Stock 1,296,885 $ 0 8,601,385 I See Footnotes ( 7 ) ( 8 ) ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STONE POINT CAPITAL LLC 20 HORSENECK LANE GREENWICH, CT06830-6327 X X Trident FFP LP C/O STONE POINT CAPITAL LLC 20 HORSENECK LANE GREENWICH, CT06830-6327 X X Trident VI, L.P. C/O STONE POINT CAPITAL LLC 20 HORSENECK LANE GREENWICH, CT06830-6327 X X Trident VI Parallel Fund, L.P. C/O STONE POINT CAPITAL LLC 20 HORSENECK LANE GREENWICH, CT06830-6327 X X Trident VI DE Parallel Fund, L.P. C/O STONE POINT CAPITAL LLC 20 HORSENECK LANE GREENWICH, CT06830-6327 X X Trident FFP GP LLC C/O STONE POINT CAPITAL LLC 20 HORSENECK LANE GREENWICH, CT06830-6327 X X Trident Capital VI, L.P. C/O STONE POINT CAPITAL LLC 20 HORSENECK LANE GREENWICH, CT06830-6327 X X Signatures TRIDENT FFP LP, By: Trident FFP GP LLC, its general partner, By: Trident VI, L.P., its sole member, By: Trident Capital VI, L.P. its general partner, By: DW Trident VI, LLC, its general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Ti 03/04/2021 Signature of Reporting Person Date TRIDENT VI, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Chief Compliance Officer 03/04/2021 Signature of Reporting Person Date TRIDENT VI PARALLEL FUND, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Chief Compliance Officer 03/04/2021 Signature of Reporting Person Date TRIDENT VI DE PARALLEL FUND, L.P., By: Stone Point Capital LLC, its manager, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Chief Compliance Officer 03/04/2021 Signature of Reporting Person Date TRIDENT FFP GP LLC, By: Trident VI, L.P., its sole member, By: Trident Capital VI, L.P. its general partner, By: DW Trident VI, LLC, its general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President 03/04/2021 Signature of Reporting Person Date TRIDENT CAPITAL VI, L.P., By: DW Trident VI, LLC, a general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President 03/04/2021 Signature of Reporting Person Date STONE POINT CAPITAL LLC, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Chief Compliance Officer 03/04/2021 Signature of Reporting Person Date

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 )These shares of Class A Common Stock are held by Trident FFP LP. ( 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 F FP 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 are the beneficial owners of any securities reported herein.

Remarks: James D. Carey, a member and managing director of Stone Point Capital LLC, is 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 FP 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 be deemed a director by deputization in respect of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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