Filing Details
- Accession Number:
- 0001209191-23-012995
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-02-24 20:29:10
- Reporting Period:
- 2023-02-22
- Accepted Time:
- 2023-02-24 20:29:10
- 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 | 2023-02-22 | 113,769 | $0.00 | 163,596 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2023-02-22 | 19,798 | $42.06 | 143,798 | No | 4 | F | Direct | |
| Class A Common Stock | Disposition | 2023-02-22 | 45,507 | $42.06 | 98,291 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2023-02-23 | 80 | $0.00 | 98,371 | No | 4 | M | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | 2017 Long Term Incentive Award | Disposition | 2023-02-22 | 5,982 | $0.00 | 5,982 | $0.00 |
| Class A Common Stock | 2017 Incentive Restricted Stock Units | Disposition | 2023-02-22 | 24,822 | $0.00 | 24,822 | $0.00 |
| Class A Common Stock | 2018 Incentive Restricted Stock Units | Disposition | 2023-02-22 | 29,296 | $0.00 | 29,296 | $0.00 |
| Class A Common Stock | 2019 Long Term Incentive Restricted Stock Units | Disposition | 2023-02-22 | 53,669 | $0.00 | 53,669 | $0.00 |
| Class A Common Stock | 2021 Vested LP Units of Moelis&Co Group Employee Holdings LP | Acquisiton | 2023-02-22 | 113,646 | $0.00 | 113,646 | $0.00 |
| Class A Common Stock | 2021 LP Units of Moelis & Company Group Employee Holdings LP | Acquisiton | 2023-02-22 | 251,159 | $0.00 | 251,159 | $0.00 |
| Class A Common Stock | 2021 LTI LP Units of Moelis&Co Group Employee Holdings LP | Acquisiton | 2023-02-22 | 28,979 | $0.00 | 28,979 | $0.00 |
| Class A Common Stock, Par Value $0.01 | Class B Common Stock, par value $0.01 | Disposition | 2023-02-23 | 146,120 | $0.00 | 80 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct | ||
| 29,296 | No | 4 | M | Direct | ||
| 107,358 | No | 4 | M | Direct | ||
| 113,646 | No | 4 | A | Direct | ||
| 251,159 | No | 4 | A | Direct | ||
| 28,979 | No | 4 | A | Direct | ||
| 4,489,778 | No | 4 | M | Direct |
Footnotes
- Shares of Class A Common Stock of the Issuer ("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.
- 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 who received such Group Units in connection with the Company's public offering closed on April 21, 2014.
- The RSUs were settled for Class A common stock on February 22, 2023.
- Limited partnership units ("LP Units") of Moelis & Company Group Employee Holdings ("MCGEH") may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of Moelis & Company Group Employee Holdings LP.
- Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 17, 2022 in connection with compensation awarded for the 2021 fiscal year (the ""2021 Vested LP Units""). The 2021 Vested LP Units vest at grant and may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis on the third anniversary of the grant date (February 2025) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 22, 2023, the Issuers Compensation Committee certified the achievement of the Book-Up. In addition, the LP Units are subject to sale and non-compete restrictions through the third anniversary of the grant date. The redemption rights described herein do not expire.
- Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 17, 2022 in connection with compensation awarded for the 2021 fiscal year (the "2021 LP Units"). The 2021 LP Units vest over four years as follows: (a) 40% vests on February 23, 2024, and (b) and 20% vests on each of February 23, 2025, February 23, 2026 and February 23, 2027, These 2021 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, 2023, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2021 LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.
- Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 17, 2022 in connection with compensation awarded for the 2021 fiscal year (the "2021 LTI LP Units"). The 2021 LTI LP Units vest over three years as follows: (a) one third vests on each of February 23, 2025, February 23, 2026 and February 23, 2027. 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, 2023, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2021 LTI LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.
- 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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