Jeffrey Raich - Feb 21, 2024 Form 4 Insider Report for Moelis & Co (MC)

Signature
/s/ Osamu Watanabe as attorney-in-fact for Jeffrey Raich
Stock symbol
MC
Transactions as of
Feb 21, 2024
Transactions value $
-$4,555,523
Form type
4
Date filed
2/23/2024, 08:03 PM
Previous filing
Dec 27, 2023
Next filing
Mar 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MC Class A Common Stock Options Exercise +35.5K +79.49% 80.2K Feb 21, 2024 Direct F1
transaction MC Class A Common Stock Options Exercise +49.3K +61.48% 130K Feb 21, 2024 Direct F2
transaction MC Class A Common Stock Tax liability -$63 -1.19 0% $52.60 130K Feb 21, 2024 Direct
transaction MC Class A Common Stock Sale -$2.09M -39.8K -30.7% $52.60 89.8K Feb 21, 2024 Direct F3
transaction MC Class A Common Stock Sale -$2.46M -45.1K -50.21% $54.62 44.7K Feb 23, 2024 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MC 2018 Incentive Restricted Stock Units Options Exercise $0 -17.5K -100% $0.00* 0 Feb 21, 2024 Class A Common Stock 17.5K Direct F4
transaction MC 2019 Incentive Restricted Stock Units Options Exercise $0 -18.1K -50% $0.00 18.1K Feb 21, 2024 Class A Common Stock 18.1K Direct F4
transaction MC 2020 LP Units of MCGEH Options Exercise -16.5K -33.33% 33K Feb 21, 2024 Class A Common Stock 16.5K Direct F2, F5, F6
transaction MC 2021 LP Units of MCGEH Options Exercise -32.8K -40% 49.3K Feb 21, 2024 Class A Common Stock 32.8K Direct F2, F5, F7
transaction MC 2022 Vested LP Units of MCGEH Award $0 +56.3K $0.00 56.3K Feb 21, 2024 Class A Common Stock 56.3K Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).
F2 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.
F3 Class A Common Stock sold by Mr. Raich 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.
F4 The RSUs were settled for Class A common stock on February 21, 2024.
F5 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).
F6 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").
F7 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").
F8 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.
F9 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.