0001209191-23-012989.txt : 20230224 0001209191-23-012989.hdr.sgml : 20230224 20230224202628 ACCESSION NUMBER: 0001209191-23-012989 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230222 FILED AS OF DATE: 20230224 DATE AS OF CHANGE: 20230224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRAIN ELIZABETH CENTRAL INDEX KEY: 0001604659 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36418 FILM NUMBER: 23669641 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 2023-02-22 0 0001596967 Moelis & Co MC 0001604659 CRAIN ELIZABETH C/O MOELIS & COMPANY 399 PARK AVENUE, 5TH FLOOR NEW YORK NY 10022 1 1 0 0 Chief Operating Officer Class A Common Stock 2023-02-22 4 M 0 26051.97 A 26051.97 D Class A Common Stock 2023-02-22 4 F 0 4456.97 42.06 D 21595 D Class A Common Stock 2023-02-22 4 S 0 10419 42.06 D 11176 D 2017 Incentive Restricted Stock Units 2023-02-22 4 M 0 5980.67 0.00 D Class A Common Stock 5980.67 0 D 2018 Incentive Restricted Stock Units 2023-02-22 4 M 0 5766.89 0.00 D Class A Common Stock 5766.89 5768.32 D 2019 Incentive Restricted Stock Units 2023-02-22 4 M 0 9561.23 0.00 D Class A Common Stock 9561.23 19122.46 D 2020 Incentive Restricted Stock Units 2023-02-22 4 M 0 4743.18 0.00 D Class A Common Stock 4743.18 14230.72 D 2021 Vested LP Units of Moelis & Company Group Employee Hold 2023-02-22 4 A 0 6818 0.00 A Class A Common Stock 6818 6818 D 2021 LP Units of Moelis & Company Group Employee Holdings LP 2023-02-22 4 A 0 25850 0.00 A Class A Common Stock 25850 25850 D Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs). Class A Common Stock sold by Ms. Crain in order to raise proceeds to satisfy tax obligations triggered by delivery of the Class A Common Stock upon settlement of the RSUs. Federal taxes are not withheld from Class A Common Stock delivered to Ms. Crain upon settlement of RSUs because she is a partner in Moelis & Company Partner Holdings LP. The RSUs were settled for Class A common stock on February 22, 2023. Limited partnership units ("LP Units") of Moelis & Company Group Employee Holdings LP ("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. /s/ Osamu Watanabe as attorney-in-fact for Elizabeth Crain 2023-02-24