Form 4 for MC Moelis & Co
Accepted 2025-02-20 00:00:00 ET · period of report 2025-02-18 · accession 0000950170-25-024453 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2025-02-20 | 2025-02-18 | MC | MOELIS KENNETH | COB, CEO, Dir | M - OptEx | — | +160.0K | 160.1K | +186,048% | — |
| DM | 2025-02-20 | 2025-02-18 | MC | MOELIS KENNETH | COB, CEO, Dir | M - OptEx | — | -163.5K | 32.3K | -84% | — |
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 | 2025-02-18 | M | A | 160,000 | — | 160,086 | D | — | — | (F1) On February 18, 2025 certain of the holder's LP units in Moelis & Company Group Employee Holdings LP ("MCGEH") granted in February 2021 and 2022 for compensation awarded for the 2020 and 2021 fiscal years (the "2020 LP Units", "2021 LP Units" and "2021 Vested LP Units") were exchanged for an equal number of shares of Moelis & Company Class A common stock pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of MCGEH. The exchanges were approved by the Company's Compensation Committee under Rule 16b-3. |
| 2 | Common | Class A Common Stock | 2025-02-18 | M | A | 1 | — | 160,087 | D | — | — | (F2) 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. |
| 3 | Derivative | Class B Common Stock, par value $0.01 | 2025-02-18 | M | D | 3,453 | — | 4,328,166 | D | — · — to — | 1 Class A Common Stock, par value $0.01 | (F7) 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. (F2) 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. |
| 4 | Derivative | 2021 Vested LP Units of MCGEH | 2025-02-18 | M | D | 113,646 | — | 0 | D | — · — to — | 113,646 Class A Common Stock | (F3) Certain of the 2020 LP Units, 2021 LP Units and 2021 Vested LP Units became eligible for exchange into Class A Common Stock following vesting and Book-Up (as defined below). (F1) On February 18, 2025 certain of the holder's LP units in Moelis & Company Group Employee Holdings LP ("MCGEH") granted in February 2021 and 2022 for compensation awarded for the 2020 and 2021 fiscal years (the "2020 LP Units", "2021 LP Units" and "2021 Vested LP Units") were exchanged for an equal number of shares of Moelis & Company Class A common stock pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of MCGEH. The exchanges were approved by the Company's Compensation Committee under Rule 16b-3. (F6) The 2021 Vested LP Units vest at grant and may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis on the third anniversary of the grant date (February 2025) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). |
| 5 | Derivative | 2021 LP Units of MCGEH | 2025-02-18 | M | D | 14,101 | — | 136,595 | D | — · — to — | 14,101 Class A Common Stock | (F3) Certain of the 2020 LP Units, 2021 LP Units and 2021 Vested LP Units became eligible for exchange into Class A Common Stock following vesting and Book-Up (as defined below). (F1) On February 18, 2025 certain of the holder's LP units in Moelis & Company Group Employee Holdings LP ("MCGEH") granted in February 2021 and 2022 for compensation awarded for the 2020 and 2021 fiscal years (the "2020 LP Units", "2021 LP Units" and "2021 Vested LP Units") were exchanged for an equal number of shares of Moelis & Company Class A common stock pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of MCGEH. The exchanges were approved by the Company's Compensation Committee under Rule 16b-3. (F5) The 2021 LP Units vest over four years as follows: (a) 40% vested on or about February 23, 2024, and (b) and 20% vests on or about each of February 23, 2025, February 23, 2026 and February 23, 2027, These 2021 LP Units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis after the LP Units become vested and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). |
| 6 | Derivative | 2020 LP Units of MCGEH | 2025-02-18 | M | D | 32,253 | — | 32,254 | D | — · — to — | 32,253 Class A Common Stock | (F3) Certain of the 2020 LP Units, 2021 LP Units and 2021 Vested LP Units became eligible for exchange into Class A Common Stock following vesting and Book-Up (as defined below). (F1) On February 18, 2025 certain of the holder's LP units in Moelis & Company Group Employee Holdings LP ("MCGEH") granted in February 2021 and 2022 for compensation awarded for the 2020 and 2021 fiscal years (the "2020 LP Units", "2021 LP Units" and "2021 Vested LP Units") were exchanged for an equal number of shares of Moelis & Company Class A common stock pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of MCGEH. The exchanges were approved by the Company's Compensation Committee under Rule 16b-3. (F4) The 2020 LP Units vest over four years as follows: (a) 40% vested on or about February 23, 2023, and (b) and 20% vests on or about each of February 23, 2024, February 23, 2025 and February 23, 2026, These 2020 LP Units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis after the LP Units become vested and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). |