SEC Form 4 · accession 0001179110-18-010396
Moelis & Co · MC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Elizabeth Crain
Officer — Chief Operating Officer · Director
Period of report
Aug 6, 2018
Accepted (ET)
Aug 8, 2018 · 4:58 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership InterestsF1,F3 | $60.16 | Aug 6, 2018 | D | 34,383 | D | — | — | Class A Common Stock, par value $0.01 | 34,383 | 74,102 | D |
| Partnership InterestF1,F4,F3 | $60.16 | Aug 6, 2018 | D | 6,104 | D | — | — | Class A Common Stock, par value $0.01 | 6,104 | 13,153 | I |
Explanation of responses
- F1Represents partnership interest in Moelis & Company Partner Holdings LP ("Partner Holdings") which are exchangeable for Class A partnership units in Moelis & Company Group LP ("Group LP"). Each Group LP Class A partnership unit is exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments), or cash, at Group LP's option.
- F2In connection with the public offering of Moelis & Company common stock closed on August 6, 2018, Moelis & Company purchased such Partnership Interests from the reporting person using the proceeds of the offering. The transaction was approved by the Company's board of directors pursuant to rule 16b-3.
- F3Pursuant to Group LP's agreement of limited partnership, Group LP Class A partnership units held by the reporting person are not exchangeable for Moelis & Company Class A common stock until the expiration or waiver of certain lock-up periods, commencing on the fourth anniversary of the closing of the initial public offering of Moelis & Company Class A common stock.
- F4Represents transaction by Trust U/Article Second (B) of the Elizabeth A Crain Grantor Retained Annuity Trust. Ms Crain may have indirect voting and dispositive power over the assets of the trust as a result of her relationship to the trustee.