Sec Form 4 Filing - Chang Leonard R. @ Focus Financial Partners Inc. - 2022-12-22

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) 12/22/2022 (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

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 Common Units in Focus Financial Partners, LLC ( 1 ) 12/22/2022 F( 2 ) 1,926 ( 1 ) ( 1 ) Class A Common Stock 1,926 $ 37.71 13,609( 3 ) D Common Units in Focus Financial Partners, LLC ( 4 ) ( 5 ) ( 5 ) Class A Common Stock 5,572 5,572( 5 ) D Common Units in Focus Financial Partners, LLC ( 4 ) ( 6 ) ( 6 ) Class A Common Stock 14,126 14,126( 6 ) 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 12/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported, on December 22, 2021, the Reporting Person acquired 15,535 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, 3,884 of the Reporting Person's unvested common units vested and 1,926 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, 1,958 of these common units are vested and 11,651 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, 2,203 of these common units are vested and 3,369 of these common units are unvested. ( 6 )These common units will vest in four equal installments on each anniversary of December 12, 2022.

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