SEC Form 4 · accession 0001179110-17-011716
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
Aug 17, 2017
Accepted (ET)
Aug 21, 2017 · 6:19 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 StockF6,F10 | Aug 21, 2017 | X | 5,600 | $38.80 | D | 82,656 | I | By Partnership |
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 UnitsF1,F2 | $0.00 | Aug 17, 2017 | A | 648 | A | — | — | Class A Common Stock | 648 | 68,009 | D |
| 2014 Incentive RSUs Granted in 2015F1,F3 | $0.00 | Aug 17, 2017 | A | 1,149 | A | — | — | Class A Common Stock | 1,149 | 120,585 | D |
| 2015 Incentive RSUsF1,F4 | $0.00 | Aug 17, 2017 | A | 1,449 | A | — | — | Class A Common Stock | 1,449 | 152,018 | D |
| 2016 Incentive RSUsF1,F5 | $0.00 | Aug 17, 2017 | A | 917 | A | — | — | Class A Common Stock | 917 | 96,244 | D |
| MAM Incentive Restricted Stock Units (Right to Buy)F7,F10,F11,F12,F8,F9 | — | Aug 21, 2017 | X | 5,600 | A | — | — | Class A Common Stock | 5,600 | 0 | I |
Explanation of responses
- F1Restricted Stock Unit (RSU) represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share.
- F10Closing price of MC stock on August 21, 2017.
- F11Following settlement of the MAM Employee RSUs, MAM cancelled 5,600 of the MAM Employee RSUs.
- F12Represents MAM Employee RSUs granted by MAM to certain MAM employees. Mr. Moelis had dispositive power over the MAM Employee RSUs as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased Class A Common Stock from the Company in order for MAM to grant MAM Employee RSUs to certain MAM employees. On August 21, 2017, 5,600 MAM Employee RSUs were settled for Class A Common Stock. The MAM Employee RSUs were not granted under the Moelis & Company 2014 Omnibus Incentive Plan (the "Plan").
- F2Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on April 15, 2014 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
- F3Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on March 2, 2015 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
- F4Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 24, 2016 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
- F5Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 23, 2017 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.
- F6Class A Common Stock held by Moelis Asset Management ("MAM"). Mr. Moelis has voting and dispositive power over the Class A Common Stock as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO of Moelis & Company (the "Company"), MAM purchased 16,800 shares from the Company in order for MAM to grant Restricted Stock Units to certain MAM employees (the "MAM Employee RSUs"). MAM purchased the Common Stock for $25.00. These transactions were approved by the Company's Board under Section 16b-3. On April 22, 2017, 5,600 MAM Employee RSUs vested. On August 21, 2017, MAM delivered 5,600 shares of Class A Common stock to certain MAM employees upon settlement of the 5,600 MAM Employee RSUs. The remaining MAM Employee RSUs will vest in equal installments on April 22, 2018 and April 22, 2019.
- F7As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased Class A common Stock from the Company and subsequently granted the MAM Employee RSUs to certain MAM employees.
- F8Each MAM Employee RSU represents the right to receive upon settlement either, at the Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share. On August 21, 2017, 5,600 MAM Employee RSUs were settled for Class A Common Stock.
- F9The first installment of 5,600 MAM Employee RSUs vested on April 22, 2017.