SEC Form 4 · accession 0001179110-18-006002
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 27, 2018
Accepted (ET)
May 1, 2018 · 5:47 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 StockF10 | Apr 27, 2018 | S | 100 | $54.00 | D | 55,697 | D | |
| Class A Common StockF10 | Apr 30, 2018 | S | 8,000 | $54.00 | D | 47,697 | D | |
| Class A Common StockF1,F2 | Apr 30, 2018 | X | 5,600 | $53.80 | D | 5,600 | I | By Partnership |
| Class A Common StockF8 | May 1, 2018 | M | 10 | — | A | 47,707 | D | |
| Class A Common StockF10 | May 1, 2018 | S | 228 | $54.00 | D | 47,479 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| MAM Incentive Restricted Stock Units (Right to Buy)F3,F2,F6,F7,F4,F5 | — | Apr 30, 2018 | X | 5,600 | A | — | — | Class A Common Stock | 5,600 | 0 | I |
| Class B Common Stock, par value $0.01F8,F9 | — | May 1, 2018 | M | 18,242 | D | — | — | Class A Common Stock | 10 | 15,204,693 | I |
Explanation of responses
- F1Class 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, 2018, 5,600 MAM Employee RSUs vested. On April 30, 2018, 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 on April 22, 2019.
- F10Certain shares of Class A Common Stock may have been sold pursuant to a 10b5-1 plan.
- F2Closing price of MC stock on April 30, 2018.
- F3As 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.
- F4Each 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 April 30, 2018, 5,600 MAM Employee RSUs were settled for Class A Common Stock.
- F5The second installment of 5,600 MAM Employee RSUs vested on April 22, 2018.
- F6Following settlement of the MAM Employee RSUs, MAM cancelled 5,600 of the MAM Employee RSUs.
- F7Represents 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 April 30, 2018, 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").
- F8The conversion covered by this footnote automatically occured pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation on May 1, 2018 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.
- F9Each share of Class B common stock is convertible into approximately 0.00055 shares of Class A common stock in certain circumstances, including when and if certain holders of Group Units elect to exchange such units for 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 liue of fractional share, the 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.