SEC Form 4/A · accession 0001179110-16-019104
Moelis & Co · MC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Kenneth Moelis
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Apr 15, 2014
Accepted (ET)
Feb 12, 2016 · 5:22 pm EST
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 StockF1 | Apr 15, 2014 | A | 16,800 | $25.00 | A | 16,800 | I | By Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| MAM Incentive Restricted Stock Units (Right to Buy)F2,F5,F3,F4 | — | Apr 15, 2014 | S | 16,800 | A | — | — | Class A Common Stock | 16,800 | 0 | I |
| Stock Options (Right to Buy)F6,F8,F7 | $25.00 | Apr 15, 2014 | A | 67,345 | A | — | Apr 22, 2020 | Class A Common Stock | 67,345 | 67,345 | I |
| MAM Employee Stock Options (Right to Buy)F9,F10,F7 | $25.00 | Apr 15, 2014 | S | 67,345 | A | — | Apr 22, 2020 | Class A Common Stock | 67,345 | 0 | I |
Explanation of responses
- F1Class A Common Stock held by Moelis Asset Management ("MAM"). Mr. Moelis has voting and dispositive power over the Class A Common Stock as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO of Moelis & Company (the "Company"), MAM purchased the shares from the Company in order for MAM to grant Restricted Stock Units to certain MAM employees (the "MAM Employee RSUs"). MAM purchased the Common Stock for $25.00. These transactions were approved by the Company's Board under Section 16b-3.
- F10Represents MAM Employee Options granted by MAM to certain MAM employees. Mr. Moelis had dispositive power over the MAM Employee Options as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased The Options from the Company in order for MAM to grant MAM Employee Options to certain MAM employees. The MAM Employee Options were not granted under the Plan.
- F2As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased Class A Common Stock from the Company and subsequently granted the MAM Employee RSUs to certain MAM employees.
- F3Each MAM Employee RSU represents the right to receive upon settlement either, at the Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share.
- F4The MAM Employee RSUs vest in equal installments on April 22, 2017, April 22, 2018 and April 22, 2019.
- F5Represents MAM Employee RSUs granted by MAM to certain MAM employees. Mr. Moelis had dispositive power over the MAM Employee RSUs as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased Class A Common Stock from the Company in order for MAM to grant MAM Employee RSUs to certain MAM employees. The MAM Employee RSUs were not granted under the Moelis & Company 2014 Omnibus Incentive Plan (the "Plan").
- F6As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased options to purchase shares of the Company's Class A common stock (the "Options") from the Company in order for MAM to grant MAM Employee Stock Options (the "MAM Employee Options") to certain MAM employees. These Options are exercisable at any time and expire on April 22, 2020.
- F7On December 2, 2014, the strike price was revised to $24.00.
- F8Represents Options held by MAM. Mr. Moelis shares dispositive power over the Options as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased the Options from the Company in order for MAM to grant MAM Employee Options to certain MAM employees. MAM purchased the Options for fair value based on a Black Scholes modeled price. The Options were not granted under the Plan. These transactions were approved by the Company's Board under Section 16b-3.
- F9As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased the Options in order for MAM to grant MAM Employee Stock Options to certain MAM employees. The MAM Employee Options vest in installments of 25% on April 22, 2017, 25% on April 22, 2018 and 50% on April 22, 2019. The MAM Employee Options expire on April 22, 2020.
Remarks
This amended Form 4 is being filed to add securities owned by Moelis Asset Management L.P. The reporting person has a controlling interest in Moelis Asset Management L.P. The securities were inadvertently excluded from the reporting persons initial Form 4 filing.