SEC Form 4 · accession 0001179110-16-025366
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
May 19, 2016
Accepted (ET)
May 23, 2016 · 4:54 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,F2 | May 23, 2016 | M | 49 | — | A | 1,897 | 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 $0.01F3,F4,F5,F6,F7 | — | May 19, 2016 | D | 134 | D | — | — | Class A Common Stock | 0 | 31,227,462 | I |
| Class B common stock, par value $0.01F1,F3 | — | May 23, 2016 | M | 88,911 | D | — | — | Class A Common Stock | 49 | 31,138,551 | 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 May 23, 2016 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.
- F2This excludes 103,256 shares of Class A common stock held by Moelis Asset Management LP. Mr. Moelis controls Moelis Asset Management LP.
- F3Each 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 (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.
- F4In addition, upon the forfeiture or other retirement of Group LP Class A partnership units, Moelis & Company generally will repurchase a corresponding number of shares of Class B common stock from the holder at the Value (as defined in the Company's Amended and Restated Certificated of Incorporation) of the underlying Class A common stock into which such Class B common stock is convertible. The transactions reported on this Form 4 are repurchases described in this Footnote (3).
- F5The transactions reported in this Form 4 were approved by the issuer's Board of Directors pursuant to the Exchange Act Rule 16b-3.
- F6Conversions and repurchase transactions referred to in Footnotes (3) and (4) are expected to occur on a regular, periodic basis.
- F7Price per Class B share.