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Filing Details

Accession Number:: 0001209191-23-012992
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-02-24 20:28:01
Reporting Period:: 2023-02-22

Accepted Time:: 2023-02-24 20:28:01
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
1604685	Navid Mahmoodzadegan	C/O Moelis &Amp; Company 399 Park Avenue, 5Th Floor New York NY 10022	Co-President, Md	Yes	Yes	No	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
Class A Common Stock	Acquisiton	2023-02-22	110,566	$0.00	256,362	No	4	M	Direct
Class A Common Stock	Disposition	2023-02-22	19,241	$42.06	237,121	No	4	F	Direct
Class A Common Stock	Acquisiton	2023-02-22	60,841	$0.00	297,962	No	4	M	Direct
Class A Common Stock	Disposition	2023-02-22	68,561	$42.06	229,401	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	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	2017 Incentive Restricted Stock Units	Disposition	2023-02-22	24,822	$0.00	24,822	$0.00
Class A Common Stock	2018 Incentive Restricted Stock Units	Disposition	2023-02-22	33,745	$0.00	33,745	$0.00
Class A Common Stock	2019 Incentive Restricted Stock Units	Disposition	2023-02-22	51,999	$0.00	51,999	$0.00
Class A Common Stock	2020 LP Units of Moelis & Company Group Employee Holdings LP	Disposition	2023-02-22	60,841	$0.00	60,841	$0.00
Class A Common Stock	2021 Vested LP Units of Moelis&Co Group Employee Holdings LP	Acquisiton	2023-02-22	68,188	$0.00	68,188	$0.00
Class A Common Stock	2021 LP Units of Moelis & Company Group Employee Holdings LP	Acquisiton	2023-02-22	141,808	$0.00	141,808	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	M	Direct
33,745	No	4	M	Direct
103,997	No	4	M	Direct
91,262	No	4	M	Direct
68,188	No	4	A	Direct
141,808	No	4	A	Direct

Footnotes

Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).
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.
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.
The RSUs were settled for Class A common stock on February 22, 2023.
Certain of the 2020 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").
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 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.
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.