SEC Form 4 · accession 0001179110-17-006285
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
Apr 26, 2017
Accepted (ET)
Apr 28, 2017 · 4:32 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 | 32,504 | — | A | 137,657 | D | |
| Class A Common StockF2,F3 | Apr 26, 2017 | D | 0 | $16.42 | D | 137,657 | D | |
| Class A Common Stock | Apr 26, 2017 | S | 32,504 | $38.12 | D | 105,153 | D | |
| Class A Common StockF9 | Apr 26, 2017 | M | 30 | — | A | 105,183 | 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 | 32,504 | D | — | — | Class A Common Stock | 32,504 | 65,019 | D |
| Class B Common Stock, par value $0.01F5,F6,F7,F8,F10 | — | Apr 26, 2017 | M | 54,678 | D | — | — | Class A Common Stock | 30 | 25,726,639 | I |
Explanation of responses
- F1Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).
- F10Price per Class B share.
- 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.
- F5Each 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.
- F6In 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 (5).
- F7The transactions reported in this Form 4 were approved by the issuer's Board of Directors pursuant to Exchange Act Rule 16b-3.
- F8Conversions and repurchase transactions referred to in Footnotes (5) and (6) are expected to occur on a regular, periodic basis.
- F9The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation on April 26, 2017 when certain Class A partnership units in Moelis & Company Group LP ("Group Units") were exchanged by the holders thereof for the Company's Class A common stock.