SEC Form 4 · accession 0001179110-17-000935
Moelis & Co · MC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Navid Mahmoodzadegan
Officer — MD & Co-President · Director
Period of report
Jan 11, 2017
Accepted (ET)
Jan 13, 2017 · 5:09 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 | 567,286 | A | — | — | Class A Common Stock, par value $0.01 | 567,286 | 2,706,295 | I |
| Partnership InterestsF1,F6,F5,F4 | $32.75 | Jan 11, 2017 | D | 55,510 | A | — | — | Class A Common Stock, par value $0.01 | 55,510 | 264,807 | 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.
- F2Represents transaction by Mahmoodzadegan-Gappy Trust, of which Mr. Mahmoodzadegan is a beneficiary. Mr. Mahmoodzadegan shares voting and dispositive power over the assets of the trust.
- 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 Mahmoodzadegan-Gappy 2010 Irrevocable Trust. Mr. Mahmoodzadegan may have indirect voting power and dispositive power over the assets of the trust as a result of his relationship to the trustee.