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Filing Details

Accession Number:: 0001179110-14-017168
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-26 14:37:48
Reporting Period:: 2014-11-24

Filing Date:: 2014-11-26
Accepted Time:: 2014-11-26 14:37:48
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1596967	Moelis & Co	MC	Investment Advice (6282)	464500216

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1604686	Kenneth Moelis	C/O Moelis &Amp; Company 399 Park Ave, 5Th Floor New York NY 10022	Chairman And Ceo	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01	Acquisiton	2014-11-24	1,371,401	$0.00	1,371,401	No	4	M	Indirect	By trust
Class A Common Stock, Par Value $0.01	Acquisiton	2014-11-24	357,163	$0.00	357,163	No	4	M	Indirect	By trust
Class A Common Stock, Par Value $0.01	Disposition	2014-11-24	1,371,401	$31.75	0	No	4	S	Indirect	By trust
Class A Common Stock, Par Value $0.01	Disposition	2014-11-24	357,163	$31.75	0	No	4	S	Indirect	By trust
Class A Common Stock, Par Value $0.01	Acquisiton	2014-11-24	1,363	$0.00	1,363	No	4	M	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	By trust
No	4	M	Indirect	By trust
No	4	S	Indirect	By trust
No	4	S	Indirect	By trust
No	4	M	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, Par Value $0.01	Incentive Restricted Stock Units	Acquisiton	2014-11-24	3,005	$0.00	3,005	$0.00
Class A Common Stock, Par Value $0.01	Partnership Interests	Disposition	2014-11-24	1,371,401	$0.00	1,371,401	$0.00
Class A Common Stock, Par Value $0.01	Partnership Intersts	Disposition	2014-11-24	357,163	$0.00	357,163	$0.00
Class A Common Stock, Par Value $0.01	Class B common stock, par value $0.01	Disposition	2014-11-24	1,257,013	$0.02	695	$0.00
Class A Common Stock, Par Value $0.01	Class B Common Stock, par value $0.01	Disposition	2014-11-24	2,464,608	$0.00	1,363	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
83,465	No	4	A	Direct
11,923,936	No	4	M	Indirect
3,105,434	No	4	M	Indirect
34,871,982	No	4	D	Direct
32,407,374	No	4	M	Direct

Footnotes

Represents transaction by The Moelis Family Trust, of which Mr. Moelis is a beneficiary. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Family Trust with Mrs. Julie Moelis.
In connection with the public offering of Moelis & Company (the "Company") common stock closed on November 24, 2014, certain of the holder's partnership interests ("Partnership Interests") in Moelis & Company Partner Holdings LP ("Partner Holdings") were exchanged for an equal number of Class A partnership units ("Group Units") in Moelis & Company Group LP ("Group LP") and the Group Units were exchanged for an equal number of shares of Moelis & Company Class A common stock. The exchanges were approved by the Company's board of directors under Rule 16b-3.
Represents transaction by The Moelis Irrevocable Trust, of which Mr. Moelis's children are the primary beneficiaries. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Irrevocable Trust with Mrs. Julie Moelis. Mr. Moelis does not have a pecuniary interest in these shares. Mr. Moelis disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest in such interests.
From this price, the holder paid an underwriting discount of $1.349375 per share to the underwriters in connection with the offering.
Each Restricted Stock Unit represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share.
Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on April 15, 2014 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. Issuance of dividend equivalents was approved by the Company's board of directors pursuant to Rule 16b-3.
Partnership Interests are exchangeable for an equal number of Group Units. Each Group Unit is exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments) or cash, at Group LP's option.
Pursuant to Group LP's agreement of limited partnership, Group Units held by the reporting person are not exchangeable for Moelis & Company Class A common stock until the expiration or waiver of certain lockup periods, commencing on the fourth anniversary of the closing of the initial public offering of Moelis & Company Class A common stock. The form of Group LP's agreement of limited partnership has been filed as an exhibit to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014.
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.
Upon the forfeiture or other retirement of Group Units, the Company generally will repurchase a corresponding number of shares of Class B common stock from the holder at the Value (as defined in the Company's Amended and Restated Certificate of Incorporation) of the underlying Class A common stock into which such Class B common stock is convertible. The repurchase covered by this footnote occurred following the repurchase by the Company of certain direct and indirect Group Units from other holders with the proceeds from the Company's public offering closed on November 24, 2014 and cancellation of such Group Units.
Price per Class B share
The coversion covered by this footnote automatically occured pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Group Units were exchanged for Class A common stock by certain selling stockholders in connection with the Company's public offering closed on November 24, 2014.