SEC FORM 4

SEC Form 4

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^*

MOELIS KENNETH

(Last)

(First)

(Middle)

399 PARK AVE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Moelis & Co [ MC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/21/2024		M		87,557.94	A	⁽¹⁾	92,865.94	D
Class A Common Stock	02/21/2024		M		197,222	A	⁽²⁾	290,087.94	D
Class A Common Stock	02/21/2024		F		0.94	D	$52.6	290,087	D
Class A Common Stock⁽³⁾	02/21/2024		S		128,277	D	$52.6	161,810	D
Class A Common Stock	02/23/2024		M		31	A	⁽⁴⁾	161,841	D
Class A Common Stock	02/23/2024		S		400	D	$55	161,441	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2018 Incentive Restricted Stock Units⁽⁵⁾	⁽⁵⁾	02/21/2024		M			30,917.41	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	30,917.41	$0	0	D
2019 Incentive Restricted Stock Units⁽⁵⁾	⁽⁵⁾	02/21/2024		M			56,640.53	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	56,640.53	$0	56,658.56	D
2020 LP Units of MCGEH⁽⁶⁾	⁽²⁾	02/21/2024		M			96,759	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	96,759	⁽²⁾	64,507	D
2021 LP Units of MCGEH⁽⁶⁾	⁽²⁾	02/21/2024		M			100,463	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	100,463	⁽²⁾	150,696	D
2022 Vested LP Units of MCGEH⁽⁹⁾	⁽⁹⁾	02/21/2024		A⁽¹⁰⁾		130,720		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	130,720	$0	130,720	D
2022 Performance LP Units of MCGEH⁽⁹⁾	⁽⁹⁾	02/21/2024		A⁽¹¹⁾		87,992.19⁽¹²⁾		⁽¹³⁾	⁽¹³⁾	Class A Common Stock	87,992.19	$0	87,992.19	D
Class B Common Stock, par value $0.01⁽⁴⁾⁽¹⁴⁾	⁽¹⁴⁾	02/23/2024		M⁽¹⁴⁾			57,490	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	31	⁽⁴⁾	4,432,288	D

Explanation of Responses:

1. Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).

2. On February 21, 2024 certain of the holder's LP units in Moelis & Company Group Employee Holdings LP ("MCGEH") granted in February 2021 and 2022 for compensation awarded for the 2020 and 2021 fiscal years (the "2020 LP Units" and "2021 LP Units") were exchanged for an equal number of shares of Moelis & Company Class A common stock pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of MCGEH. The exchanges were approved by the Company's Compensation Committee under Rule 16b-3.

3. Class A Common Stock sold by Mr. Moelis in order to raise proceeds to satisfy tax obligations triggered by delivery of the Class A Common Stock upon settlement of the RSUs and LP units.

4. The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Moelis & Company Group LP Units ("Group Units") were exchanged for Class A common stock by certain selling stockholders in connection with the Company's public offering closed on April 21, 2014.

5. The RSUs were settled for Class A common stock on February 21, 2024.

6. Certain of the 2020 and 2021 LP Units became eligible for exchange into Class A Common Stock following vesting and Book-Up (as defined below).

7. The 2020 LP Units vest over four years as follows: (a) 40% vested on February 23, 2023, and (b) and 20% vests on each of February 23, 2024, February 23, 2025 and February 23, 2026, These 2020 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").

8. The 2021 LP Units vest over four years as follows: (a) 40% vested 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").

9. Limited partnership units of 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.

10. Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 16, 2023 in connection with compensation awarded for the 2022 fiscal year (the "2022 Vested LP Units"). The 2022 Vested LP Units vest at grant and may be redeemed as follows: (a) 40% on February 23, 2025, and (b) and 20% on each of February 23, 2026, February 23, 2027 and February 23, 2028. These 2022 Vested LP units may be redeemded by the holder for shares of Class A Common Stock on a one-for-one basis beginning on the third anniversary of the grant date (February 2026) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 21, 2024, the Issuers Compensation Committee certified the achievement of the Book-Up. In addition, the 2022 Vested LP Units are subject to sale and non-compete restrictions through the fifth anniversary of the grant date. The redemption rights described herein do not expire.

11. Reflects a profits interest award in the form of LP Units previously granted to the Reporting Person in February 2023 in connection with the compensation for the 2022 fiscal year, which are subject to the performance and time-based vesting requirements described below. These 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 21, 2024, the Issuer's Compensation Committee certified the achievement of the Book-Up, and these LP Units remain subject to the performance and time-based vesting requirements described below.

12. Amount reflects target award of 56,930 Performance LP Units (with a maximum award of 85,395 Performance LP Units) plus 2,597.19 Performance LP Units in dividend equivalents previously granted and included in the Book Up in February of 2024.

13. These Performance LP Units are subject to three conditions in order to vest: (i) a Book-Up, (ii) certain performance conditions based on meeting or exceeding specified dividend adjusted stock price hurdles and (iii) a five year service vesting condition. At this time, only the Book-Up condition has been met. The target amount of Performance LP Units (and related dividend equivalents) satisfy the time-vesting requirement in equal installments on each of February 16, 2026, 2027 and 2028 and Performance LP Units in excess of the target Performance LP Units (and related dividend equivalents) satisfy the time -vesting requirement on February 16, 2028. The redemption rights described herein do not expire.

14. Each share of Class B common stock is convertible into approximately 0.00055 shares of Class A common stock in certain circumstances, including when and if certain holders of Group Units elect to exchange such units for 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, the Company will pay the holder (Partner Holdings) 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.

	/s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis	02/23/2024
	** Signature of Reporting Person	Date
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