Sec Form 4 Filing - Chang Leonard R. @ Focus Financial Partners Inc. - 2020-09-08

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 Chang Leonard R. 2. Issuer Name and Ticker or Trading Symbol Focus Financial Partners Inc. [ FOCS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. Managing Dir/Head of M&A (Last) (First) (Middle) 875 THIRD AVENUE, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/08/2020 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 09/08/2020 M( 1 ) 186,783 A 186,783 D Class A Common Stock 09/08/2020 S 186,783 D $ 31.05 0 D

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 Incentive Units in Focus Financial Partners, LLC $ 6 ( 2 ) 09/08/2020 M( 1 ) 10,316 ( 3 ) ( 3 ) Common Units in Focus Financial Partners, LLC ( 3 ) $ 0 0 D Incentive Units in Focus Financial Partners, LLC $ 7 ( 2 ) 09/08/2020 M( 1 ) 145,464 ( 3 ) ( 3 ) Common Units in Focus Financial Partners, LLC ( 3 ) $ 0 0 D Incentive Units in Focus Financial Partners, LLC $ 9 ( 2 ) 09/08/2020 M( 1 ) 80,000 ( 3 ) ( 3 ) Common Units in Focus Financial Partners, LLC ( 3 ) $ 0 142,000 D Common Units in Focus Financial Partners, LLC ( 1 ) 09/08/2020 M( 1 ) 186,783 ( 1 ) ( 1 ) Class A Common Stock 186,783 ( 1 ) 186,783 D Common Units in Focus Financial Partners, LLC ( 1 ) 09/08/2020 M( 1 ) 186,783 ( 1 ) ( 1 ) Class A Common Stock 186,783 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chang Leonard R. 875 THIRD AVENUE, 28TH FLOOR NEW YORK, NY10022 Sr. Managing Dir/Head of M&A Signatures /s/ J. Russell McGranahan as Attorney-in-Fact 09/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 8, 2020 (the "Exchange Date"), pursuant to the Fourth Amended and Restated Operating Agreement of Focus Financial Partners, LLC, as amended (the "Fourth Amended and Restated Focus LLC Agreement"), an aggregate of 235,780 of the reporting persons' vested incentive units in Focus Financial Partners, LLC ("Focus LLC") were exchanged for an aggregate of 186,783 shares of the Issuer's Class A common stock. Such incentive units were first converted into a number of common units in Focus LLC that took into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount, and the resulting common units were then exchanged for an equal number of shares of the Issuer's Class A common stock. ( 2 )Each incentive unit in Focus LLC entitles the holder to receive distributions from Focus LLC if the aggregate distributions made by Focus LLC in respect of each common unit issued and outstanding on or prior to date of the grant of the incentive unit exceeds a specified amount, referred to as the hurdle amount. The hurdle amount is set at the time of grant and typically represents the estimated fair value of a common unit in Focus LLC on the date of grant. The figure reflected in column 2 is the hurdle amount assigned to each incentive award. ( 3 )Vested incentive units are exchangeable, subject to certain restrictions in the Fourth Amended and Restated Focus LLC Agreement, for (i) a number of shares of the Issuer's Class A common stock that takes into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount or, (ii) at the election of the Issuer, cash. Upon exchange, such incentive units are first converted into a number of common units in Focus LLC that takes into account the value of the Issuer's Class A common stock, as calculated pursuant to the Fourth Amended and Restated Focus LLC Agreement, and such incentive units' aggregate hurdle amount, and the resulting common units are then exchanged for an equal number of shares of the Issuer's Class A common stock. Incentive units do not expire.

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