| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Moelis & Co [ MC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/22/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 02/22/2023 | M | 110,565.69 | A | (1) | 256,361.69 | D | |||
| Class A Common Stock | 02/22/2023 | F | 19,240.69 | D | $42.06 | 237,121 | D | |||
| Class A Common Stock | 02/22/2023 | M | 60,841 | A | (2) | 297,962 | D | |||
| Class A Common Stock(3) | 02/22/2023 | S | 68,561 | D | $42.06 | 229,401 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2017 Incentive Restricted Stock Units(4) | (4) | 02/22/2023 | M | 24,821.73 | (4) | (4) | Class A Common Stock | 24,821.73 | $0.00 | 0 | D | ||||
| 2018 Incentive Restricted Stock Units(4) | (4) | 02/22/2023 | M | 33,745.33 | (4) | (4) | Class A Common Stock | 33,745.33 | $0.00 | 33,745.33 | D | ||||
| 2019 Incentive Restricted Stock Units(4) | (4) | 02/22/2023 | M | 51,998.63 | (4) | (4) | Class A Common Stock | 51,998.63 | $0.00 | 103,997.25 | D | ||||
| 2020 LP Units of Moelis & Company Group Employee Holdings LP(5) | (2) | 02/22/2023 | M | 60,841 | (6) | (6) | Class A Common Stock | 60,841 | (2) | 91,262 | D | ||||
| 2021 Vested LP Units of Moelis&Co Group Employee Holdings LP(7) | (7) | 02/22/2023 | A(8) | 68,188 | (8) | (8) | Class A Common Stock | 68,188 | $0.00 | 68,188 | D | ||||
| 2021 LP Units of Moelis & Company Group Employee Holdings LP(7) | (7) | 02/22/2023 | A(9) | 141,808 | (9) | (9) | Class A Common Stock | 141,808 | $0.00 | 141,808 | D | ||||
| Explanation of Responses: |
| 1. Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs). |
| 2. On February 22, 2023 certain of the holder's LP units in Moelis & Company Group Employee Holdings LP ("MCGEH") granted in February 2021 for compensation awarded for the 2020 fiscal year (the "2020 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. |
| 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. Federal taxes are not withheld from Class A Common Stock delivered to Mr. Mahmoodzadegan upon settlement of RSUs and exchange of LP units because he is a partner in Moelis & Company Partner Holdings LP. |
| 4. The RSUs were settled for Class A common stock on February 22, 2023. |
| 5. Certain of the 2020 LP Units became eligible for exchange into Class A Common Stock following vesting and Book-Up (as defined below). |
| 6. 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"). |
| 7. 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. |
| 8. 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. 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. |
| Remarks: |
| /s/ Osamu Watanabe as attorney-in-fact for Navid Mahmoodzadegan | 02/24/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||