SEC Form 4 · accession 0001179110-17-006282
Moelis & Co · MC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Raich
Officer — MD & Co-President · Director
Period of report
Apr 26, 2017
Accepted (ET)
Apr 28, 2017 · 4:31 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 | 24,378 | — | A | 24,378 | D | |
| Class A Common StockF2,F3 | Apr 26, 2017 | D | 0 | $12.32 | D | 24,378 | D | |
| Class A Common Stock | Apr 26, 2017 | S | 24,378 | $38.12 | D | 0 | D | |
| Class A Common Stock | Apr 27, 2017 | M | 6,967 | $21.95 | A | 6,967 | D | |
| Class A Common Stock | Apr 27, 2017 | S | 6,967 | $38.55 | 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 UnitsF4 | — | Apr 26, 2017 | M | 24,378 | D | — | — | Class A Common Stock | 24,378 | 48,764 | D |
| Top Up Options (Right to Buy)F5,F6,F7 | $21.95 | Apr 27, 2017 | M | 6,967 | D | — | — | Class A Common Stock | 6,967 | 20,901 | D |
Explanation of responses
- F1Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).
- F2Pursuant to the terms of the RSUs, fractional shares were settled in cash.
- F3Based on the price per share of Class A common stock of $38.12.
- F4The RSUs were settled for Class A common stock on April 26, 2017.
- F5Grant of stock options pursuant to the Moelis & Company 2014 Omnibus Plan.
- F6The Top Up 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 Top Up Options vest in installments of 6,967 shares on April 22, 2017, 6,967 shares on April 22, 2018, and 13,934 shares on April 22, 2019. The Top Up Options expire on April 22, 2020.