0000950170-24-019627.txt : 20240223
0000950170-24-019627.hdr.sgml : 20240223
20240223200654
ACCESSION NUMBER: 0000950170-24-019627
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240221
FILED AS OF DATE: 20240223
DATE AS OF CHANGE: 20240223
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MAHMOODZADEGAN NAVID
CENTRAL INDEX KEY: 0001604685
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36418
FILM NUMBER: 24673266
MAIL ADDRESS:
STREET 1: C/O MOELIS & COMPANY
STREET 2: 399 PARK AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Moelis & Co
CENTRAL INDEX KEY: 0001596967
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
ORGANIZATION NAME: 02 Finance
IRS NUMBER: 464500216
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 399 PARK AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 883-3800
MAIL ADDRESS:
STREET 1: 399 PARK AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
ownership.xml
4
X0508
4
2024-02-21
0001596967
Moelis & Co
MC
0001604685
MAHMOODZADEGAN NAVID
399 PARK AVE
NEW YORK
NY
10022
false
true
false
false
Co-President, MD
false
Class A Common Stock
2024-02-21
4
M
false
90489.10
A
124395.10
D
Class A Common Stock
2024-02-21
4
M
false
87143.00
A
211538.10
D
Class A Common Stock
2024-02-21
4
F
false
1.10
52.60
D
211537
D
Class A Common Stock
2024-02-21
4
S
false
85900.00
52.60
D
125637
D
Class A Common Stock
2024-02-22
4
S
false
10402.00
54.92
D
115235
D
2018 Incentive Restricted Stock Units
2024-02-21
4
M
false
35612.82
0
D
Class A Common Stock
35612.82
0
D
2019 Incentive Restricted Stock Units
2024-02-21
4
M
false
54876.28
0
D
Class A Common Stock
54876.28
54876.28
D
2020 LP Units of MCGEH
2024-02-21
4
M
false
30420.00
D
Class A Common Stock
30420.00
60842.00
D
2021 LP Units of MCGEH
2024-02-21
4
M
false
56723.00
D
Class A Common Stock
56723.00
85085.00
D
2022 LP Units of MCGEH
2024-02-21
4
A
false
253996.00
0
A
Class A Common Stock
253996.00
253996.00
D
2022 Performance LP Units of MCGEH
2024-02-21
4
A
false
67685.83
0
A
Class A Common Stock
67685.83
67685.83
D
Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).
On February 21, 2024 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" and "2021 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.
Class A Common Stock sold by Mr. Mahmoodzadegan in order to raise proceeds to satisfy tax obligations triggered by delivery of the Class A Common Stock upon settlement of the RSUs and LP units.
The RSUs were settled for Class A common stock on February 21, 2024.
Certain of the 2020 and 2021 LP Units became eligible for exchange into Class A Common Stock following vesting and Book-Up (as defined below).
The 2020 LP Units vest over four years as follows: (a) 40% vested on February 23, 2023, and (b) and 20% vests on 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").
The 2021 LP Units vest over four years as follows: (a) 40% vested 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").
Limited partnership units of 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 MCGEH.
Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 16, 2023 in connection with compensation awarded for the 2022 fiscal year (the "2022 LP Units"). The 2022 LP Units vest over four years as follows: (a) 40% vests on February 23, 2025, and (b) and 20% vests on each of February 23, 2026, February 23, 2027 and February 23, 2028, These 2022 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 21, 2024, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2022 LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.
Reflects a profits interest award in the form of LP Units previously granted to the Reporting Person in February 2023 in connection with the compensation for the 2022 fiscal year, which are subject to the performance and time-based vesting requirements described below. 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 21, 2024, the Issuer's Compensation Committee certified the achievement of the Book-Up, and these LP Units remain subject to the performance and time-based vesting requirements described below.
Amount reflects target award of 43,792 Performance LP Units (with a maximum award of 65,688 Performance LP Units) plus 1,997.83 Performance LP Units in dividend equivalents previously granted and included in the Book Up in February of 2024.
These Performance LP Units are subject to three conditions in order to vest: (i) a Book-Up, (ii) certain performance conditions based on meeting or exceeding specified dividend adjusted stock price hurdles and (iii) a five year service vesting condition. At this time, only the Book-Up condition has been met. The target amount of Performance LP Units (and related dividend equivalents) satisfy the time-vesting requirement in equal installments on each of February 16, 2026, 2027 and 2028 and Performance LP Units in excess of the target Performance LP Units (and related dividend equivalents) satisfy the time -vesting requirement on February 16, 2028. The redemption rights described herein do not expire.
/s/ Osamu Watanabe as attorney-in-fact for Navid Mahmoodzadegan
2024-02-23