SEC Form 4 · accession 0001179110-18-008528
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
Jun 12, 2018
Accepted (ET)
Jun 14, 2018 · 5:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001596967
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common Stock, par value $0.01F1,F2,F3,F4,F5 | — | Jun 12, 2018 | D | 26,118 | D | — | — | Class A common stock, par value $0.01 | 14 | 15,178,575 | I |
Explanation of responses
- F1Each share of the Moelis & 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 Group 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, the Company will pay the holder (Partner Holdings) cash equal to the value (as defined in Company's Amended and Restated Certificate of Incorporation) of the fractional share of Class A common stock.
- F2In addition, upon the forfeiture or other retirement of Group Units, the Company generally will repurchase a corresponding number of shares of Class B common stock from the holder at the value (as defined in Company's Amended and Restated Certificate of Incorporation) of the underlying Class A common stock into which such Class B common stock is convertible. This transaction is a repurchase as described in this Footnote (2).
- F3This transaction was approved by the Issuer's Board of Directors pursuant to the Exchange Act Rule 16b-3.
- F4Conversion and repurchase transactions referred to in Footnotes (1) and (2) are expected to occur on a regular, periodic basis.
- F5Price per Class B Share.