Kenneth Moelis - 22 Feb 2022 Form 4 Insider Report for Moelis & Co (MC)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
24 Feb 2022, 18:39:33 UTC
Prior SEC filing
30 Nov 2021
Next SEC filing
31 Mar 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis

Key filing fact

Kenneth Moelis filed Form 4 for Moelis & Co (MC) on 24 Feb 2022.

Key facts

  • This page summarizes Kenneth Moelis's Form 4 filing for Moelis & Co (MC).
  • 9 reported transactions and 6 derivative rows are listed below.
  • Accepted by SEC: 24 Feb 2022, 18:39.

Change

  • Previous filing in this sequence was filed on 30 Nov 2021.
  • Current net transaction value: -$1,947,593.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MC transaction

Class A Common Stock

Options Exercise

Transaction value
Shares
+85,932
Change %
+98%
Price
Shares after
174,054
Date
22 Feb 2022
Ownership
Direct
Footnotes
F1
MC transaction

Class A Common Stock

Tax liability

Transaction value
$328,078
Shares
-6,963
Change %
-4%
Price
$47.12
Shares after
167,091
Date
22 Feb 2022
Ownership
Direct
MC transaction

Class A Common Stock

Sale

Transaction value
$1,619,514
Shares
-34,370
Change %
-21%
Price
$47.12
Shares after
132,721
Date
22 Feb 2022
Ownership
Direct
Footnotes
F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

MC transaction Derivative

2016 Incentive Restricted Stock Units

Options Exercise

Transaction value
$0
Shares
-28,928
Change %
-100%
Price
$0.000000*
Shares after
0
Date
22 Feb 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
28,928
Exercise price
Footnotes
F4
MC transaction Derivative

2017 Long Term Incentive Award

Options Exercise

Transaction value
$0
Shares
-5,673
Change %
-50%
Price
$0.000000
Shares after
5,674
Date
22 Feb 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
5,673
Exercise price
Footnotes
F4
MC transaction Derivative

2017 Incentive Restricted Stock Units

Options Exercise

Transaction value
$0
Shares
-23,543
Change %
-50%
Price
$0.000000
Shares after
23,543
Date
22 Feb 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
23,543
Exercise price
Footnotes
F4
MC transaction Derivative

2018 Incentive Restricted Stock Units

Options Exercise

Transaction value
$0
Shares
-27,787
Change %
-33%
Price
$0.000000
Shares after
55,575
Date
22 Feb 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
27,787
Exercise price
Footnotes
F4
MC transaction Derivative

LP Units of Moelis & Company Group Employee Holdings LP

Award

Transaction value
$0
Shares
+161,266
Change %
Price
$0.000000
Shares after
161,266
Date
22 Feb 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
161,266
Exercise price
Footnotes
F5, F6, F7
MC transaction Derivative

Class B Common Stock, par value $0.01

Options Exercise

Transaction value
Shares
-446
Change %
-0.01%
Price
Shares after
4,685,898
Date
23 Feb 2022
Ownership
Direct
Underlying class
Class A Common Stock, par value $0.01
Underlying amount
0
Exercise price
Footnotes
F8, F9
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 9 footnotes

Footnote F1

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

Footnote F2

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. Federal taxes are not withheld from Class A Common Stock delivered to Mr. Moelis upon settlement of RSUs because he is a partner in Moelis & Company Partner Holdings LP.

Footnote F3

Mr. Moelis' ownership of 132,721 shares of Class A common stock is in addition to (i) 303,676 shares of Class A common stock held by The Moelis Family Trust, (ii) 792,576 units of unvested or restricted equity granted to Mr. Moelis as incentive compensation for fiscal years 2017 through 2021, (iii) 4,076,314 shares of Class A common stock issuable in exchange for Group Units held by The Moelis Family Trust.

Footnote F4

The RSUs were settled for Class A common stock on February 22, 2022.

Footnote F5

Pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of Moelis & Company Group Employee Holdings LP ("MCGEH"), limited partnership units of MCGEH ("LP Units") may be redeemed by the holder for shares of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis.

Footnote F6

Reflects a profits interest award in the form of LP Units previously granted to the Reporting Person in February 2021 in connection with the compensation for the 2020 fiscal year, which are subject to the 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 22, 2022, the Issuers Compensation Committee certified the achievement of the Book-Up, and these LP Units remain subject to the time-based vesting requirements described below.

Footnote F7

These LP Units vest over four years as follows: (a) 40% vests on February 23, 2023, and (b) and 20% vests on each of February 23, 2024, February 23, 2025 and February 23, 2026. The redemption rights described herein do not expire.

Footnote F8

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.

Footnote F9

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.

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