SEC Form 4 · accession 0001179110-17-007075
Moelis & Co · MC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Simon
Officer — Chief Financial Officer
Period of report
May 9, 2017
Accepted (ET)
May 11, 2017 · 4:49 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 Stock | May 9, 2017 | M | 1,263 | $21.95 | A | 1,263 | D | |
| Class A Common Stock | May 9, 2017 | S | 1,263 | $38.40 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Top Up Options (Right to Buy)F1,F2,F3 | $21.95 | May 9, 2017 | M | 1,263 | D | — | — | Class A Common Stock | 1,263 | 3,791 | D |
Explanation of responses
- F1Grant of stock options pursuant to the Moelis & Company 2014 Omnibus Plan.
- F2The 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.
- F3The Top Up Options vest in installments of 1,263 shares on April 22, 2017, 1,263 shares on April 22, 2018, and 2,528 shares on April 22, 2019. The Top Up Options expire on April 22, 2020.