Carey James D Form 3 Focus Financial Partners / James D Carey ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Carey James D

(Last) (First) (Middle)

C/O STONE POINT CAPITAL LLC

20 HORSENECK LANE

(Street)

GREENWICH CT 06830-6327

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2018

3. Issuer Name and Ticker or Trading Symbol
Focus Financial Partners Inc. [ FOCS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	11,496,201	I	See Footnotes(1)(2)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Units of Focus Financial Partners, LLC(3)	(3)	(3)	Class A Common Stock	9,898,270	(3)	I	See Footnotes(4)(5)

Explanation of Responses:

1. Consists of shares of Class A common stock ("Class A Common Stock") of Focus Financial Partners Inc. (the "Issuer") held as follows: (a) 1,099,808 shares of Class A Common Stock are held by Trident FFP LP, (b) 1,274,093 shares of Class A Common Stock are held by Trident VI, L.P., (c) 8,932,981 shares of Class A Common Stock are held by Trident VI Parallel Fund, L.P. and (d) 189,319 shares of Class A Common Stock are held by Trident VI DE Parallel Fund, L.P. The sole general partner of Trident FFP LP is Trident FFP GP LLC, and 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" and, together with Trident FFP LP, the "SP Stockholders") is Trident Capital VI, L.P.

2. 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. James D. Carey, as a member and senior principal of Stone Point Capital LLC and an owner of one of five members of Trident FFP GP LLC and one of five general partners of Trident Capital VI, L.P., may be deemed to be the beneficial owner of the securities held directly by the SP Stockholders.

3. 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 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, 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.

4. Held by Trident FFP LP.

5. Mr. Carey disclaims beneficial ownership of the shares and units held of record or beneficially by the SP Stockholders, except to the extent of any 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 and Exchange Act of 1934 or otherwise, Mr. Carey is the beneficial owner of any securities reported herein.

Remarks:

	/s/ James D. Carey	08/01/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.