SEC Form 4 · accession 0001179110-15-012606
Moelis & Co · MC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Moelis
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Aug 25, 2015
Accepted (ET)
Aug 25, 2015 · 4:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001596967
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stock, par value $0.01F1 | Aug 25, 2015 | M | 24 | — | A | 1,800 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B common stock, par value $0.01F1,F2 | — | Aug 25, 2015 | M | 43,832 | D | — | — | Class A Common Stock | 24 | 31,358,729 | D |
Explanation of responses
- F1The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation on August 25, 2015 when certain Class A partnership units in Moelis & Company Group LP ("Group Units") were exchanged by the holders thereof for the Company's Class A common stock.
- F2Each share of Moelis & Company (the "Company") Class B common stock is convertible into approximately 0.00055 shares of Moelis & Company Class A common stock in certain circumstances, including when and if certain holders of Moelis & Company Group LP ("Group LP") Class A partnership units elect to exchange such units for Moelis & Company 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, Moelis & Company will pay the holder (Moelis & Company Partner Holdings LP) 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.