Form 4 for MC Moelis & Co
Accepted 2022-02-24 00:00:00 ET · period of report 2022-02-22 · accession 0001209191-22-012864 · 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 | 2022-02-24 | 2022-02-22 | MC | MOELIS KENNETH | COB, CEO, Dir, 10% | F - Tax | $47.12 | -6,963 | 167.1K | -4% | -$328.1K |
| D | 2022-02-24 | 2022-02-22 | MC | MOELIS KENNETH | COB, CEO, Dir, 10% | M - OptEx | — | +85.9K | 174.1K | +98% | — |
| D | 2022-02-24 | 2022-02-22 | MC | MOELIS KENNETH | COB, CEO, Dir, 10% | S - Sale+OE | $47.12 | -34.4K | 132.7K | -21% | -$1.62M |
| DM | 2022-02-24 | 2022-02-22+ | MC | MOELIS KENNETH | COB, CEO, Dir, 10% | M - OptEx | $0.00 | -86.4K | 4.69M | -2% | $0 |
| D | 2022-02-24 | 2022-02-22 | MC | MOELIS KENNETH | COB, CEO, Dir, 10% | A - Grant | $0.00 | +161.3K | 161.3K | New | $0 |
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 | 2022-02-22 | F | D | 6,962.61 | $47.12 | 167,091 | D | — | — | |
| 2 | Common | Class A Common Stock | 2022-02-22 | M | A | 85,931.61 | — | 174,053.61 | D | — | — | (F1) Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs). |
| 3 | Common | Class A Common Stock | 2022-02-22 | S | D | 34,370 | $47.12 | 132,721 | D | — | — | (F2) Class A Common Stock sold by Mr. Moelis in order to raise proceeds to satisfy tax obligations triggered by delivery of the Class A Common Stock upon settlement of the RSUs. Federal taxes are not withheld from Class A Common Stock delivered to Mr. Moelis upon settlement of RSUs because he is a partner in Moelis & Company Partner Holdings LP. (F3) Mr. Moelis' ownership of 132,721 shares of Class A common stock is in addition to (i) 303,676 shares of Class A common stock held by The Moelis Family Trust, (ii) 792,576 units of unvested or restricted equity granted to Mr. Moelis as incentive compensation for fiscal years 2017 through 2021, (iii) 4,076,314 shares of Class A common stock issuable in exchange for Group Units held by The Moelis Family Trust. |
| 4 | Derivative | 2017 Long Term Incentive Award | 2022-02-22 | M | D | 5,672.66 | $0.00 | 5,674.15 | D | — · — to — | 5,672.66 Class A Common Stock | (F4) The RSUs were settled for Class A common stock on February 22, 2022. |
| 5 | Derivative | 2017 Incentive Restricted Stock Units | 2022-02-22 | M | D | 23,543.42 | $0.00 | 23,543.42 | D | — · — to — | 23,543.42 Class A Common Stock | (F4) The RSUs were settled for Class A common stock on February 22, 2022. |
| 6 | Derivative | 2018 Incentive Restricted Stock Units | 2022-02-22 | M | D | 27,787.39 | $0.00 | 55,574.78 | D | — · — to — | 27,787.39 Class A Common Stock | (F4) The RSUs were settled for Class A common stock on February 22, 2022. |
| 7 | Derivative | 2016 Incentive Restricted Stock Units | 2022-02-22 | M | D | 28,928.14 | $0.00 | 0 | D | — · — to — | 28,928.14 Class A Common Stock | (F4) The RSUs were settled for Class A common stock on February 22, 2022. |
| 8 | Derivative | Class B Common Stock, par value $0.01 | 2022-02-23 | M | D | 446 | — | 4,685,898 | D | — · — to — | 0 Class A Common Stock, par value $0.01 | (F8) The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Moelis & Company Group LP Units ("Group Units") were exchanged for Class A common stock by certain selling stockholders in connection with the Company's public offering closed on April 21, 2014. (F9) 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. |
| 9 | Derivative | LP Units of Moelis & Company Group Employee Holdings LP | 2022-02-22 | A | A | 161,266 | $0.00 | 161,266 | D | — · — to — | 161,266 Class A Common Stock | (F5) Pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of Moelis & Company Group Employee Holdings LP ("MCGEH"), limited partnership units of MCGEH ("LP Units") may be redeemed by the holder for shares of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis. (F7) These LP Units vest over four years as follows: (a) 40% vests on February 23, 2023, and (b) and 20% vests on each of February 23, 2024, February 23, 2025 and February 23, 2026. The redemption rights described herein do not expire. |