SEC Form 4 · accession 0001179110-15-015088
Moelis & Co · MC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Richard Leaman III
Officer — MD & Vice Chairman · Director
Period of report
Nov 16, 2015
Accepted (ET)
Nov 18, 2015 · 5:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001596967
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership InterestsF1,F2,F4,F3 | — | Nov 16, 2015 | G | 85,718 | D | — | — | Class A Common stock, par value $0.01 | 85,718 | 0 | I |
| Partnership InterestsF2,F5,F6,F3 | — | Nov 16, 2015 | G | 85,718 | A | — | — | Class A Common stock, par value $0.01 | 85,718 | 85,718 | I |
Explanation of responses
- F1Represents transaction by J. Richard Leaman III 2010 Grantor Retained Annuity Trust, of which Mr. Leaman is a beneficiary. Mr. Leaman has voting and dispositive power over the assets of the trust.
- F2Partnership interests are exchangeable for an equal number of Group Units. Each Group Unit is exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments) or cash, at Group LP's option.
- F3Pursuant to Group LP's agreement of limited partnership, Group Units held by the reporting person are not exchangeable for Moelis & Company Class A common stock until the expiration or waiver of certain lockup periods, commencing on the fourth anniversary of the closing of the initial public offering of Moelis & Company Class A common stock. The form of Group LP's agreement of limited partnership and the amendment thereto have been filed as exhibits to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014.
- F4The J. Richard Leaman III 2010 Grantor Retained Annuity Trust transferred the Partnership Interests as a gift without consideration to the Family Trust Created Under the J. Richard Leaman III 2010 Grantor Retained Annuity Trust.
- F5Represents a transaction by the Family Trust Created Under the J. Richard Leaman III 2010 Grantor Retained Annuity Trust. Mr. Leaman may have indirect voting and dispositive power over the assets of the trust as a result of his relationship to the trustee.
- F6Family Trust Created Under the J. Richard Leaman III 2010 Grantor Retained Annuity Trust received the Partnership Interests as a gift without consideration from the J. Richard Leaman III 2010 Grantor Retained Annuity Trust.