SEC Form 4 · accession 0001179110-17-000934
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
Jan 11, 2017
Accepted (ET)
Jan 13, 2017 · 5:04 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,F5,F4 | $32.75 | Jan 11, 2017 | D | 2,014,890 | A | — | — | Class A Common Stock, par value $0.01 | 2,014,890 | 9,612,062 | I |
| Partnership InterestsF1,F6,F5,F4 | $32.75 | Jan 11, 2017 | D | 524,752 | A | — | — | Class A Common Stock, par value $0.01 | 524,752 | 2,503,337 | I |
| Class B common stock, par value $0.01F7,F8,F9,F10,F11 | — | Jan 11, 2017 | D | 5,356,876 | A | — | — | Class A Common Stock, par value $0.01 | 2,963 | 25,781,317 | I |
Explanation of responses
- F1Represents partnership interest in Moelis & Company Partner Holdings LP ("Partner Holdings") which are exchangeable for Class A partnership units in Moelis & Company Group LP ("Group LP"). Each Group LP Class A partnership unit is exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments), or cash, at Group LP's option.
- F10Conversions and repurchase transactions referred to in Footnotes (7) and (8) are expected to occur on a regular, periodic basis.
- F11Price per Class B share.
- F2Represents transaction by The Moelis Family Trust, of which Mr. Moelis is a beneficiary. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Family Trust with Mrs. Julie Moelis.
- F3In connection with the public offering of Moelis & Company common stock (and the exercise of the underwriters' option to purchase additional shares of common stock from the Company) closed on January 11, 2017, Moelis & Company purchased such Partnership Interests from the reporting person using the proceeds of the offering. The transaction was approved by the Company's board of directors pursuant to rule 16b-3.
- F4Pursuant to Group LP's agreement of limited partnership, Group LP Class A partnership units held by the reporting person are not exchangeable for Moelis & Company Class A common stock until the expiration or waiver of certain lock-up periods, commencing on the fourth anniversary of the closing of the initial public offering of Moelis & Company Class A common stock.
- F5The reporting person has reimbursed the purchaser, Moelis & Company, out of this price an underwriting discount of $1.14625 per share paid by Moelis & Company to the underwriters in connection with the offering.
- F6Represents transaction by The Moelis Family Irrevocable Trust, of which Mr. Moelis's children are the primary beneficiaries. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Family Irrevocable Trust with Mrs. Julie Moelis. Mr. Moelis does not have a pecuniary interest in these shares. Mr. Moelis disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest in such interests.
- F7Each 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.
- F8In 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 (8).
- F9The transactions reported in this Form 4 were approved by the issuer's Board of Directors pursuant to Exchange Act Rule 16b-3.