SEC Form 4 · accession 0001179110-17-006275
Moelis & Co · MC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Callesano
Officer — SVP & Principal Acct Officer
Period of report
Apr 26, 2017
Accepted (ET)
Apr 28, 2017 · 4:27 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 StockF1 | Apr 26, 2017 | M | 2,194 | — | A | 2,194 | D | |
| Class A Common Stock | Apr 26, 2017 | F | 812 | $38.12 | D | 1,382 | D | |
| Class A Common Stock | Apr 26, 2017 | S | 1,382 | $38.12 | D | 0 | D | |
| Class A Common StockF1 | Apr 26, 2017 | M | 1,783 | — | A | 1,783 | D | |
| Class A Common Stock | Apr 27, 2017 | S | 1,783 | $38.616 | D | 0 | D | |
| Class A Common Stock | Apr 27, 2017 | M | 1,750 | $21.95 | A | 1,750 | D | |
| Class A Common Stock | Apr 27, 2017 | S | 1,750 | $38.619 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 Incentive Restricted Stock UnitsF2 | — | Apr 26, 2017 | M | 366 | D | — | — | Class A Common Stock | 366 | 366 | D |
| 2014 LTI Restricted Stock UnitsF2 | — | Apr 26, 2017 | M | 1,829 | D | — | — | Class A Common Stock | 1,829 | 5,486 | D |
| Partnership InterestsF3,F4 | — | Apr 26, 2017 | M | 1,783 | D | — | — | Class A Common Stock | 1,783 | 0 | D |
| IPO Options (Right to Buy)F5,F6,F7 | $21.95 | Apr 27, 2017 | M | 1,750 | D | — | — | Class A Common Stock | 1,750 | 5,250 | D |
Explanation of responses
- F1Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).
- F2The RSUs were settled for Class A common stock on April 26, 2017.
- F3Represents 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.
- F4Pursuant to the Limited Partnership Agreement of Group LP (the "Partnership Agreement"), Group LP Class A partnership units held by the reporting person are exchangeable for Moelis & Company Class A common stock upon the Company periodically providing an exchange date for certain holders to exchange Group LP partnership units for Moelis & Company Class A common stock.
- F5Grant of stock options pursuant to the Moelis & Company 2014 Omnibus Incentive Plan.
- F6The IPO Options were originally issued at $25.00. Moelis & Company (the "Company") paid a special dividend of $1.00 per share of common stock to holders of record as of November 10, 2014 on November 24, 2014; a second special dividend of $0.80 per share of common stock to holders of record as of February 19, 2016 on March 4, 2016 and a third special dividend of $1.25 per share of common stock to holders of record as of December 23, 2016 on January 5, 2017. In connection with the declaration of each special dividend and as required under Section 5 of the Company's 2014 Omnibus Incentive Plan, the Compensation Committee of the Company's Board of Directors equitably reduced the exercise price of the Company's outstanding options to purchase common stock by the amount of each special dividend for an aggregate reduction of $3.05 from $25.00 per share to $21.95 per share. Such options are held by certain current and former employees of the Company, including officers and directors.
- F7The IPO Options vest 25% on April 22, 2017, 25% on April 22, 2018 and 50% on April 22, 2019. The IPO Options expire on April 22, 2020.