0001179110-18-010394.txt : 20180808 0001179110-18-010394.hdr.sgml : 20180808 20180808165714 ACCESSION NUMBER: 0001179110-18-010394 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180806 FILED AS OF DATE: 20180808 DATE AS OF CHANGE: 20180808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOELIS KENNETH CENTRAL INDEX KEY: 0001604686 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36418 FILM NUMBER: 181002163 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] 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 edgar.xml FORM 4 - X0306 4 2018-08-06 0 0001596967 Moelis & Co MC 0001604686 MOELIS KENNETH C/O MOELIS & COMPANY 399 PARK AVE, 5TH FLOOR NEW YORK NY 10022 1 1 1 0 Chairman and CEO Partnership Interests 60.16 2018-08-06 4 D 0 1795733 60.16 D Class A Common Stock, par value $0.01 1795733 3868747 I by Trust Partnership Interests 60.16 2018-08-06 4 D 0 467675 60.16 D Class A Common Stock, par value $0.01 467675 1007567 I by Trust Class B common stock, par value $0.01 2018-08-06 4 D 0 4685217 0.0337 D Class A Common Stock, par value $0.01 2591 10493358 I by Partnership 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. 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 common stock closed on August 6, 2018, Moelis & Company purchased such Partnership Interests from the reporting person using the proceeds of the offering. The transaction was approved by the Company's board of directors pursuant to rule 16b-3. Pursuant to Group LP's agreement of limited partnership, Group LP Class A partnership units held by the reporting person are not exchangeable for Moelis & Company Class A common stock until the expiration or waiver of certain lock-up periods, commencing on the fourth anniversary of the closing of the initial public offering of Moelis & Company Class A common stock. Represents transaction by The Moelis Family 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 Family 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. Each share of Moelis & Company (the "Company") Class B common stock is convertible into approximately 0.00055 shares of Moelis & Company Class A common stock in certain circumstances, including when and if certain holders of Moelis & Company Group LP ("Group LP") Class A partnership units elect to exchange such units for Moelis & Company 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, Moelis & Company will pay the holder (Moelis & Company Partner Holdings LP) 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. In addition, upon the forfeiture or other retirement of Group LP Class A partnership units, Moelis & 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 transactions reported on this Form 4 are repurchases as described in this Footnote (7). The transactions reported in this Form 4 were approved by the issuer's Board of Directors pursuant to Exchange Act Rule 16b-3. Conversions and repurchase transactions referred to in Footnotes (6) and (7) are expected to occur on a regular, periodic basis. Price per Class B share. /s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis 2018-08-08