| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
Moelis & Co [ MC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/27/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 2014 Incentive RSUs Granted in 2015 | $0.00(1) | 09/27/2019 | A | 721.33 | (2) | (2) | Class A Common Stock | 721.33 | $0.00 | 47,694.52 | D | ||||
| 2015 Incentive RSUs | $0.00(1) | 09/27/2019 | A | 1,364.04 | (3) | (3) | Class A Common Stock | 1,364.04 | $0.00 | 90,190.03 | D | ||||
| 2016 Incentive RSUs | $0.00(1) | 09/27/2019 | A | 1,036.3 | (4) | (4) | Class A Common Stock | 1,036.3 | $0.00 | 68,519.91 | D | ||||
| 2017 Incentive RSUs | $0.00(1) | 09/27/2019 | A | 1,124.5 | (5) | (5) | Class A Common Stock | 1,124.5 | $0.00 | 74,351.68 | D | ||||
| 2017 Long Term Incentive Award | $0.00(1) | 09/27/2019 | A | 203.21 | (6) | (6) | Class A Common Stock | 203.21 | $0.00 | 13,436.41 | D | ||||
| 2018 Incentive RSUs | $0.00(1) | 09/27/2019 | A | 1,659.05 | (7) | (7) | Class A Common Stock | 1,659.05 | $0.00 | 109,696.48 | D | ||||
| Class B common stock, par value $0.01(8)(9)(10)(11) | (8)(9)(10)(11) | 09/27/2019 | D | 33,507 | (8)(9)(10)(11) | (8)(9)(10)(11) | Class A Common Stock, par value $0.01 | 18 | $0.0186(12) | 10,397,915 | I | by Partnership | |||
| Explanation of Responses: |
| 1. Each Restricted Stock Unit (RSU) 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. |
| 2. Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on March 2, 2015 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. |
| 3. Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 24, 2016 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. |
| 4. Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 23, 2017 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. |
| 5. Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 15, 2018 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. |
| 6. Long Term Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 15, 2018 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. |
| 7. Incentive RSUs were issued as dividend equivalents on the holder's unvested underlying Incentive RSUs issued on February 14, 2019 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. |
| 8. 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. |
| 9. In addition, upon the forfeiture or other retirement of Group LP Class A partnership units, Moelis & Company generally will be required to 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 (9). |
| 10. The transactions reported in this Form 4 were approved by the issuer's Board of Directors pursuant to Exchange Act Rule 16b-3. |
| 11. Conversions and repurchase transactions referred to in Footnotes (8) and (9) are expected to occur on a regular, periodic basis. |
| 12. Price per Class B share. |
| Remarks: |
| /s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis | 10/01/2019 | |
| ** 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. | ||