SEC Form 4 · accession 0001179110-16-029440
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 19, 2016
Accepted (ET)
Sep 8, 2016 · 4:30 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B common stock, par value $0.01F1,F2,F3,F4,F5 | — | Aug 19, 2016 | D | 358 | D | — | — | Class A Common Stock | 0 | 31,138,193 | I |
| 2014 Incentive Restricted Stock UnitsF6,F7 | $0.00 | Sep 6, 2016 | A | 1,121 | A | — | — | Class A Common Stock | 1,121 | 92,132 | D |
| 2014 Incentive RSUs Granted in 2015F6,F8 | $0.00 | Sep 6, 2016 | A | 1,326 | A | — | — | Class A Common Stock | 1,326 | 108,911 | D |
| 2015 Incentive RSUsF6,F9 | $0.00 | Sep 6, 2016 | A | 2,089 | A | — | — | Class A Common Stock | 2,089 | 171,624 | D |
Explanation of responses
- F1Each 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.
- F2In 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 Certificate 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 as described in this Footnote (2).
- F3The transactions reported in this Form 4 were approved by the issuer's Board of Directors pursuant to Exchange Act Rule 16b-3.
- F4Conversions and repurchase transactions referred to in Footnotes (1) and (2) are expected to occur on a regular, periodic basis.
- F5Price per Class B share.
- F6Each Restricted Stock Unit represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share.
- F7Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on April 15, 2014 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
- F8Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on March 2, 2015 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
- F9Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 24, 2016 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.