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