Filing Details
- Accession Number:
- 0001179110-17-006275
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2017-04-28 16:27:42
- Reporting Period:
- 2017-04-26
- Filing Date:
- 2017-04-28
- Accepted Time:
- 2017-04-28 16:27:42
- 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 |
|---|---|---|---|---|---|---|---|
| 1681752 | Christopher Callesano | C/O Moelis &Amp; Company 399 Park Avenue, 5Th Floor New York NY 10022 | Svp & Principal Acct Officer | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2017-04-26 | 2,194 | $0.00 | 2,194 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2017-04-26 | 812 | $38.12 | 1,382 | No | 4 | F | Direct | |
| Class A Common Stock | Disposition | 2017-04-26 | 1,382 | $38.12 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2017-04-26 | 1,783 | $0.00 | 1,783 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2017-04-27 | 1,783 | $38.62 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2017-04-27 | 1,750 | $21.95 | 1,750 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2017-04-27 | 1,750 | $38.62 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | 2014 Incentive Restricted Stock Units | Disposition | 2017-04-26 | 366 | $0.00 | 366 | $0.00 |
| Class A Common Stock | 2014 LTI Restricted Stock Units | Disposition | 2017-04-26 | 1,829 | $0.00 | 1,829 | $0.00 |
| Class A Common Stock | Partnership Interests | Disposition | 2017-04-26 | 1,783 | $0.00 | 1,783 | $0.00 |
| Class A Common Stock | IPO Options (Right to Buy) | Disposition | 2017-04-27 | 1,750 | $0.00 | 1,750 | $21.95 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 366 | No | 4 | M | Direct | ||
| 5,486 | No | 4 | M | Direct | ||
| 0 | No | 4 | M | Direct | ||
| 5,250 | No | 4 | M | Direct |
Footnotes
- Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).
- The RSUs were settled for Class A common stock on April 26, 2017.
- Represents partnership interest in Moelis & Company Partner Holdings LP ("Partner Holdings") which are exchangeable for Class A partnership units in Moelis & Company Group LP ("Group LP"). Each Group LP Class A partnership 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 the Limited Partnership Agreement of Group LP (the "Partnership Agreement"), Group LP Class A partnership units held by the reporting person are exchangeable for Moelis & Company Class A common stock upon the Company periodically providing an exchange date for certain holders to exchange Group LP partnership units for Moelis & Company Class A common stock.
- Grant of stock options pursuant to the Moelis & Company 2014 Omnibus Incentive Plan.
- The IPO Options were originally issued at $25.00. Moelis & Company (the "Company") paid a special dividend of $1.00 per share of common stock to holders of record as of November 10, 2014 on November 24, 2014; a second special dividend of $0.80 per share of common stock to holders of record as of February 19, 2016 on March 4, 2016 and a third special dividend of $1.25 per share of common stock to holders of record as of December 23, 2016 on January 5, 2017. In connection with the declaration of each special dividend and as required under Section 5 of the Company's 2014 Omnibus Incentive Plan, the Compensation Committee of the Company's Board of Directors equitably reduced the exercise price of the Company's outstanding options to purchase common stock by the amount of each special dividend for an aggregate reduction of $3.05 from $25.00 per share to $21.95 per share. Such options are held by certain current and former employees of the Company, including officers and directors.
- The IPO Options vest 25% on April 22, 2017, 25% on April 22, 2018 and 50% on April 22, 2019. The IPO Options expire on April 22, 2020.
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