Form 4 for MC Moelis & Co
Accepted 2023-02-24 00:00:00 ET · period of report 2023-02-22 · accession 0001209191-23-012995 · 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 | 2023-02-24 | 2023-02-22+ | MC | MOELIS KENNETH | COB, CEO, Dir, 10% | M - OptEx | — | +113.8K | 163.6K | +229% | — |
| D | 2023-02-24 | 2023-02-22 | MC | MOELIS KENNETH | COB, CEO, Dir, 10% | F - Tax | $42.06 | -19.8K | 143.8K | -12% | -$832.7K |
| D | 2023-02-24 | 2023-02-22 | MC | MOELIS KENNETH | COB, CEO, Dir, 10% | S - Sale+OE | $42.06 | -45.5K | 98.3K | -32% | -$1.91M |
| DM | 2023-02-24 | 2023-02-22+ | MC | MOELIS KENNETH | COB, CEO, Dir, 10% | M - OptEx | $0.00 | -259.9K | 107.4K | -71% | $0 |
| DM | 2023-02-24 | 2023-02-22 | MC | MOELIS KENNETH | COB, CEO, Dir, 10% | A - Grant | $0.00 | +393.8K | 29.0K | 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 | 2023-02-23 | M | A | 80 | — | 98,371 | D | — | — | (F3) 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 who received such Group Units in connection with the Company's public offering closed on April 21, 2014. |
| 2 | Common | Class A Common Stock | 2023-02-22 | F | D | 19,798.16 | $42.06 | 143,798 | D | — | — | |
| 3 | Common | Class A Common Stock | 2023-02-22 | M | A | 113,769.16 | — | 163,596.16 | D | — | — | (F1) Shares of Class A Common Stock of the Issuer ("Class A Common Stock") were acquired upon settlement of Restricted Stock Units (RSUs). |
| 4 | Common | Class A Common Stock | 2023-02-22 | S | D | 45,507 | $42.06 | 98,291 | 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. |
| 5 | Derivative | 2017 Incentive Restricted Stock Units | 2023-02-22 | M | D | 24,821.73 | $0.00 | 0 | D | — · — to — | 24,821.73 Class A Common Stock | (F4) The RSUs were settled for Class A common stock on February 22, 2023. |
| 6 | Derivative | 2018 Incentive Restricted Stock Units | 2023-02-22 | M | D | 29,296.13 | $0.00 | 29,296.13 | D | — · — to — | 29,296.13 Class A Common Stock | (F4) The RSUs were settled for Class A common stock on February 22, 2023. |
| 7 | Derivative | Class B Common Stock, par value $0.01 | 2023-02-23 | M | D | 146,120 | — | 4,489,778 | D | — · — to — | 80 Class A Common Stock, par value $0.01 | (F3) 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 who received such Group Units 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. |
| 8 | Derivative | 2021 Vested LP Units of Moelis&Co Group Employee Holdings LP | 2023-02-22 | A | A | 113,646 | $0.00 | 113,646 | D | — · — to — | 113,646 Class A Common Stock | (F5) Limited partnership units ("LP Units") of Moelis & Company Group Employee Holdings ("MCGEH") may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of Moelis & Company Group Employee Holdings LP. (F6) Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 17, 2022 in connection with compensation awarded for the 2021 fiscal year (the ""2021 Vested LP Units""). 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"). On February 22, 2023, the Issuers Compensation Committee certified the achievement of the Book-Up. In addition, the LP Units are subject to sale and non-compete restrictions through the third anniversary of the grant date. The redemption rights described herein do not expire. |
| 9 | Derivative | 2021 LP Units of Moelis & Company Group Employee Holdings LP | 2023-02-22 | A | A | 251,159 | $0.00 | 251,159 | D | — · — to — | 251,159 Class A Common Stock | (F5) Limited partnership units ("LP Units") of Moelis & Company Group Employee Holdings ("MCGEH") may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of Moelis & Company Group Employee Holdings LP. (F7) Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 17, 2022 in connection with compensation awarded for the 2021 fiscal year (the "2021 LP Units"). The 2021 LP Units vest over four years as follows: (a) 40% vests on February 23, 2024, and (b) and 20% vests on 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"). On February 22, 2023, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2021 LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire. |
| 10 | Derivative | 2021 LTI LP Units of Moelis&Co Group Employee Holdings LP | 2023-02-22 | A | A | 28,979 | $0.00 | 28,979 | D | — · — to — | 28,979 Class A Common Stock | (F5) Limited partnership units ("LP Units") of Moelis & Company Group Employee Holdings ("MCGEH") may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of Moelis & Company Group Employee Holdings LP. (F8) Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 17, 2022 in connection with compensation awarded for the 2021 fiscal year (the "2021 LTI LP Units"). The 2021 LTI LP Units vest over three years as follows: (a) one third vests on each of February 23, 2025, February 23, 2026 and February 23, 2027. These 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"). On February 22, 2023, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2021 LTI LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire. |
| 11 | Derivative | 2017 Long Term Incentive Award | 2023-02-22 | M | D | 5,982.24 | $0.00 | 0 | D | — · — to — | 5,982.24 Class A Common Stock | (F4) The RSUs were settled for Class A common stock on February 22, 2023. |
| 12 | Derivative | 2019 Long Term Incentive Restricted Stock Units | 2023-02-22 | M | D | 53,669.05 | $0.00 | 107,357.81 | D | — · — to — | 53,669.05 Class A Common Stock | (F4) The RSUs were settled for Class A common stock on February 22, 2023. |