Form 4 for MC Moelis & Co
Accepted 2024-07-29 00:00:00 ET · period of report 2024-07-25 · accession 0000950170-24-087451 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-07-29 | 2024-07-25 | MC | MOELIS KENNETH | COB, CEO, Dir | M - OptEx | — | +55 | 5,394 | +1% | — |
| DI | 2024-07-29 | 2024-07-25 | MC | MOELIS KENNETH | COB, CEO, Dir | M - OptEx | — | +100.0K | 100.0K | New | — |
| DI | 2024-07-29 | 2024-07-25 | MC | MOELIS KENNETH | COB, CEO, Dir | M - OptEx | — | -100.0K | 3.98M | -2% | — |
| D | 2024-07-29 | 2024-07-25 | MC | MOELIS KENNETH | COB, CEO, Dir | M - OptEx | — | -100.7K | 4.33M | -2% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-07-25 | M | A | 55 | — | 5,394 | D | — | — | (F4) The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Group Units were exchanged for Class A common stock by certain selling Stockholders. (F3) The Moelis Family Trust's ownership of 100,000 shares of Class A common stock and Mr. Moelis' ownership of 5,394 shares of Class A common stock is in addition to (i) 703,262 units of unvested or restricted equity granted to Mr. Moelis as incentive compensation for fiscal years 2019 through 2023, (ii) 92,089 units of equity that are subject to vesting and performance provisions granted to Mr. Moelis as incentive compensation for fiscal year 2022, (iii) 3,976,314 shares of Class A common stock issuable in exchange for Group Units held by The Moelis Family Trust |
| 2 | Common | Class A Common Stock | 2024-07-25 | M | A | 100,000 | — | 100,000 | I By Trust | — | — | (F1) Represents a transaction by the Moelis Family Trust. Mr. Moelis is a beneficiary of The Moelis Family Trust. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Family Trust with Mrs. Julie Moelis. (F2) On July 25, 2024 certain of the holder's partnership interests ("Partnership Interests") in Moelis & Company Partner Holdings LP ("Partner Holdings") were exchanged for an equal number of Class A partnership units ("Group Units") in Moelis & Company Group LP ("Group LP") and the Group Units were exchanged for an equal number of shares of Moelis & Company Class A common stock. The exchanges were approved by the Company's board of directors under Rule 16b-3. Partnership Interests became exchangeable for an equal number of Group Units, following the expiration of the lock-up restriction, which expired on April 22, 2020. Each Group Unit became exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments) or cash, at Group LP's option. The form of Group LP's agreement of limited partnership has been filed as an exhibit to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014. (F3) The Moelis Family Trust's ownership of 100,000 shares of Class A common stock and Mr. Moelis' ownership of 5,394 shares of Class A common stock is in addition to (i) 703,262 units of unvested or restricted equity granted to Mr. Moelis as incentive compensation for fiscal years 2019 through 2023, (ii) 92,089 units of equity that are subject to vesting and performance provisions granted to Mr. Moelis as incentive compensation for fiscal year 2022, (iii) 3,976,314 shares of Class A common stock issuable in exchange for Group Units held by The Moelis Family Trust |
| 3 | Derivative | Partnership Interests | 2024-07-25 | M | D | 100,000 | — | 3,976,314 | I By Trust | — · — to — | 100,000 Class A Common Stock, par value $0.01 | (F2) On July 25, 2024 certain of the holder's partnership interests ("Partnership Interests") in Moelis & Company Partner Holdings LP ("Partner Holdings") were exchanged for an equal number of Class A partnership units ("Group Units") in Moelis & Company Group LP ("Group LP") and the Group Units were exchanged for an equal number of shares of Moelis & Company Class A common stock. The exchanges were approved by the Company's board of directors under Rule 16b-3. Partnership Interests became exchangeable for an equal number of Group Units, following the expiration of the lock-up restriction, which expired on April 22, 2020. Each Group Unit became exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments) or cash, at Group LP's option. The form of Group LP's agreement of limited partnership has been filed as an exhibit to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014. (F1) Represents a transaction by the Moelis Family Trust. Mr. Moelis is a beneficiary of The Moelis Family Trust. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Family Trust with Mrs. Julie Moelis. |
| 4 | Derivative | Class B Common Stock, par value $0.01 | 2024-07-25 | M | D | 100,669 | — | 4,331,619 | D | — · — to — | 55 Class A Common Stock, par value $0.01 | (F4) The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Group Units were exchanged for Class A common stock by certain selling Stockholders. (F5) Each 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 lieu of such fractional share, the Company will pay the holder (Partner Holdings) 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. |