Filing Details
- Accession Number:
- 0001209191-22-012864
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-02-24 19:39:33
- Reporting Period:
- 2022-02-22
- Accepted Time:
- 2022-02-24 19:39:33
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1596967 | Moelis & Co | MC | Investment Advice (6282) | 464500216 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1604686 | Kenneth Moelis | C/O Moelis &Amp; Company 399 Park Avenue, 5Th Floor New York NY 10022 | Chairman, Ceo | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2022-02-22 | 85,932 | $0.00 | 174,054 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2022-02-22 | 6,963 | $47.12 | 167,091 | No | 4 | F | Direct | |
| Class A Common Stock | Disposition | 2022-02-22 | 34,370 | $47.12 | 132,721 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | 2016 Incentive Restricted Stock Units | Disposition | 2022-02-22 | 28,928 | $0.00 | 28,928 | $0.00 |
| Class A Common Stock | 2017 Long Term Incentive Award | Disposition | 2022-02-22 | 5,673 | $0.00 | 5,673 | $0.00 |
| Class A Common Stock | 2017 Incentive Restricted Stock Units | Disposition | 2022-02-22 | 23,543 | $0.00 | 23,543 | $0.00 |
| Class A Common Stock | 2018 Incentive Restricted Stock Units | Disposition | 2022-02-22 | 27,787 | $0.00 | 27,787 | $0.00 |
| Class A Common Stock | LP Units of Moelis & Company Group Employee Holdings LP | Acquisiton | 2022-02-22 | 161,266 | $0.00 | 161,266 | $0.00 |
| Class A Common Stock, Par Value $0.01 | Class B Common Stock, par value $0.01 | Disposition | 2022-02-23 | 446 | $0.00 | 0 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | M | Direct | ||
| 5,674 | No | 4 | M | Direct | ||
| 23,543 | No | 4 | M | Direct | ||
| 55,575 | No | 4 | M | Direct | ||
| 161,266 | No | 4 | A | Direct | ||
| 4,685,898 | No | 4 | M | Direct |
Footnotes
- Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).
- Class A Common Stock sold by Mr. Moelis in order to raise proceeds to satisfy tax obligations triggered by delivery of the Class A Common Stock upon settlement of the RSUs. Federal taxes are not withheld from Class A Common Stock delivered to Mr. Moelis upon settlement of RSUs because he is a partner in Moelis & Company Partner Holdings LP.
- Mr. Moelis' ownership of 132,721 shares of Class A common stock is in addition to (i) 303,676 shares of Class A common stock held by The Moelis Family Trust, (ii) 792,576 units of unvested or restricted equity granted to Mr. Moelis as incentive compensation for fiscal years 2017 through 2021, (iii) 4,076,314 shares of Class A common stock issuable in exchange for Group Units held by The Moelis Family Trust.
- The RSUs were settled for Class A common stock on February 22, 2022.
- Pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of Moelis & Company Group Employee Holdings LP ("MCGEH"), limited partnership units of MCGEH ("LP Units") may be redeemed by the holder for shares of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis.
- Reflects a profits interest award in the form of LP Units previously granted to the Reporting Person in February 2021 in connection with the compensation for the 2020 fiscal year, which are subject to the time-based vesting requirements described below. These LP Units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis after the LP Units become vested and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 22, 2022, the Issuers Compensation Committee certified the achievement of the Book-Up, and these LP Units remain subject to the time-based vesting requirements described below.
- These LP Units vest over four years as follows: (a) 40% vests on February 23, 2023, and (b) and 20% vests on each of February 23, 2024, February 23, 2025 and February 23, 2026. The redemption rights described herein do not expire.
- The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Moelis & Company Group LP Units ("Group Units") were exchanged for Class A common stock by certain selling stockholders in connection with the Company's public offering closed on April 21, 2014.
- Each share of Class B common stock is convertible into approximately 0.00055 shares of Class A common stock in certain circumstances, including when and if certain holders of Group Units elect to exchange such units for Class A common stock. Such conversions of Class B common stock may often result in conversion into less than 1 share of Class A common stock and in such case in lieu of such fractional share, the Company will pay the holder (Partner Holdings) cash equal to the Value (as defined in the Company's Amended and Restated Certificate of Incorporation) of the fractional share of Class A common stock.
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