0001209191-20-010864.txt : 20200219
0001209191-20-010864.hdr.sgml : 20200219
20200219211057
ACCESSION NUMBER: 0001209191-20-010864
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200214
FILED AS OF DATE: 20200219
DATE AS OF CHANGE: 20200219
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: 20632305
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-02-14
0
0001596967
Moelis & Co
MC
0001604686
MOELIS KENNETH
C/O MOELIS & COMPANY
399 PARK AVENUE, 5TH FLOOR
NEW YORK
NY
10022
1
1
1
0
Chairman, CEO
Class A Common Stock
2020-02-14
4
M
0
6000
15.95
A
6000
I
By Partnership
Class A Common Stock
2020-02-14
4
X
0
6000
15.95
D
0
I
By Partnership
Stock Options (Right to Buy)
15.95
2020-02-14
4
M
0
6000
0.00
A
2020-04-22
Class A Common Stock
6000
0
I
By Partnership
MAM Employee Stock Options (Obligation to Sell)
15.95
2020-02-14
4
X
0
6000
0.00
D
2020-04-22
Class A Common Stock
6000
0
I
By Partnership
Class A Common Stock of Moelis & Company (the "Company") held by Moelis Asset Management ("MAM") upon exercise of certain Options (as defined in footnote 2 below). Certain MAM employees have exercised a portion of the MAM Employee Options (as defined in footnote 2 below) granted to such MAM employees by MAM at the time of the Company's IPO (see footnote 2 below). As a result, MAM has simultaneously exercised the same number of Options it purchased from the Company at the time of the IPO in order to fulfill its obligations to the MAM employees under the MAM Employee Options. Mr. Moelis has voting and dispositive power over the Class A Common Stock as a result of his controlling interest in MAM.
Represents Class A Common Stock held by MAM. Mr. Moelis shares dispositive power over the Class A Common Stock as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the Company's IPO, MAM purchased options to purchase shares of the Company's Class A common stock (the "Options") from the Company in order for MAM to grant stock options to purchase Class A Common Stock of the Company to certain MAM employees (the "MAM Employee Options"). MAM purchased the Options for fair value based on a Black Scholes modeled price. The Options were not granted under the Company's Omnibus Plan. These transactions were approved by the Company's Board under Section 16b-3.
As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased the Options from the Company in order for MAM to grant the MAM Employee Options to certain MAM employees. These Options are exercisable at any time and expire on April 22, 2020. The MAM Employee Options vested in installments of 25% on April 22, 2017, 25% on April 22, 2018 and 50% on April 22, 2019. The MAM Employee Options expire on April 22, 2020.
The strike price was revised to $15.95.
Certain MAM employees have exercised a portion of the MAM Employee Options granted to such MAM employees by MAM. As a result, MAM has simultaneously exercised the same number of Options it purchased from the Company at the time of the IPO in order to fulfill its obligations to the MAM employees under the MAM Employee Options.
Represents Options held by MAM. Mr. Moelis shares dispositive power over the Options as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased the Options from the Company in order for MAM to grant MAM Employee Options to certain MAM employees. MAM purchased the Options for fair value based on a Black Scholes modeled price. The Options were not granted under the Plan. These transactions were approved by the Company's Board under Section 16b-3.
Certain MAM employees have exercised a portion of the MAM Employee Options granted to such MAM employees by MAM.
Represents MAM Employee Options granted by MAM to certain MAM employees. The MAM Employee Options represent an obligation of MAM to sell to MAM employees Class A Common Stock upon exercise of the MAM Employee Options by MAM employees. Mr. Moelis had dispositive power with respect to MAM's rights as the grantor of the MAM Employee Options (obligation to sell) as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased the Options from the Company in order for MAM to grant MAM Employee Options to certain MAM employees. The MAM Employee Options were not granted under the Company's Omnibus Plan.
/s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis
2020-02-19