SEC Form 4 · accession 0001179110-17-012930
Moelis & Co · MC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Cantor
Officer — MD & Vice Chairman · Director
Period of report
Sep 30, 2017
Accepted (ET)
Oct 3, 2017 · 4:06 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 | Sep 30, 2017 | M | 37 | — | A | 3,984 | D | |
| Class A Common Stock | Sep 30, 2017 | F | 37 | $43.05 | D | 3,947 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 Incentive RSUs (September)F2 | — | Sep 30, 2017 | M | 37 | D | — | — | Class A Common Stock | 37 | 2,496 | D |
| 2017 Incentive RSUs (September)F3,F8,F4,F5,F6,F7 | $0.00 | Sep 30, 2017 | A | 2,337 | A | — | — | Class A Common Stock | 2,337 | 2,337 | D |
Explanation of responses
- F1Shares of Class A Common Stock were acquired in order to settle the tax obligation due upon the vesting of 842.58 units on September 30, 2017. The grant and any net settlement were approved by the Board of Directors under Section 16b-3.
- F2The RSUs were settled for Class A common stock on September 30, 2017 in order to satisfy tax obligations.
- F3Grant of Restricted Stock Units ("RSUs") pursuant to the employment agreement between Mr. Cantor and Moelis & Company Group LP ("Group LP"), described in the Company's Form 8-K dated September 2, 2014, and the Moelis & Company 2014 Omnibus Incentive Plan.
- F4The RSUs will vest in equal installments on September 30, 2018, September 30, 2019, September 30, 2020, September 30, 2021 and September 30, 2022.
- F5If after September 30, 2019, Mr. Cantor notifies Group LP of his intent to terminate his employment to take a full-time elected or appointed position in federal government, state government, or national political party, the RSUs will continue to vest on their vesting schedule, subject to not engaging in certain detrimental activities; provided if applicable ethics rules for such position prohibit ownership of the unvested RSUs, such RSUs shall vest as of his commencement of such position.
- F6The RSUs will be forfeited if Group LP terminates Mr. Cantor for cause or if Mr. Cantor terminates his employment other than (i) for good reason or (ii) after September 30, 2019 to take a full-time elected or appointed position in federal government, state government, or a national political party.
- F7RSUs granted based on $42.78 per share of Class A common stock, which was the average closing price of the Company's common stock on the five trading days prior to September 30, 2017.
- F8Each RSU represents the right to receive upon settlement, at the Company's option, either one share of Class A common stock or an amount of cash equal to the fair market value of such share. Grant of Restricted Stock Units pursuant to the Moelis & Company 2014 Omnibus Incentive Plan.