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