Kenneth Moelis - 22 Feb 2023 Form 4 Insider Report for Moelis & Co (MC)

Reporting relationship: Chairman, CEO, Director, 10%+ Owner
Issuer ticker: MC
Reported as of: 22 Feb 2023
Net transaction value: -$2,746,735
SEC form: 4
Accepted by SEC: 24 Feb 2023, 19:29:10 UTC
Prior SEC filing: 31 Jan 2023
Next SEC filing: 30 Mar 2023
Source filing: View source filing
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 2023.

Key facts

This page summarizes Kenneth Moelis's Form 4 filing for Moelis & Co (MC).
12 reported transactions and 8 derivative rows are listed below.
Accepted by SEC: 24 Feb 2023, 19:29.

Change

Previous filing in this sequence was filed on 31 Jan 2023.
Current net transaction value: -$2,746,735.

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: +113,769
Change %: +228%
Price
Shares after: 163,596
Date: 22 Feb 2023
Ownership: Direct
Footnotes: F1

MC transaction

Class A Common Stock

Tax liability

Transaction value: $832,711
Shares: -19,798
Change %: -12%
Price: $42.06
Shares after: 143,798
Date: 22 Feb 2023
Ownership: Direct

MC transaction

Class A Common Stock

Sale

Transaction value: $1,914,024
Shares: -45,507
Change %: -32%
Price: $42.06
Shares after: 98,291
Date: 22 Feb 2023
Ownership: Direct
Footnotes: F2

MC transaction

Class A Common Stock

Options Exercise

Transaction value
Shares: +80
Change %: +0.08%
Price
Shares after: 98,371
Date: 23 Feb 2023
Ownership: Direct
Footnotes: F3

Reported derivative securities

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

MC transaction Derivative

2017 Long Term Incentive Award

Options Exercise

Transaction value: $0
Shares: -5,982
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 5,982
Exercise price
Footnotes: F4

MC transaction Derivative

2017 Incentive Restricted Stock Units

Options Exercise

Transaction value: $0
Shares: -24,822
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 24,822
Exercise price
Footnotes: F4

MC transaction Derivative

2018 Incentive Restricted Stock Units

Options Exercise

Transaction value: $0
Shares: -29,296
Change %: -50%
Price: $0.000000
Shares after: 29,296
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 29,296
Exercise price
Footnotes: F4

MC transaction Derivative

2019 Long Term Incentive Restricted Stock Units

Options Exercise

Transaction value: $0
Shares: -53,669
Change %: -33%
Price: $0.000000
Shares after: 107,358
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 53,669
Exercise price
Footnotes: F4

MC transaction Derivative

2021 Vested LP Units of Moelis&Co Group Employee Holdings LP

Award

Transaction value: $0
Shares: +113,646
Change %
Price: $0.000000
Shares after: 113,646
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 113,646
Exercise price
Footnotes: F5, F6

MC transaction Derivative

2021 LP Units of Moelis & Company Group Employee Holdings LP

Award

Transaction value: $0
Shares: +251,159
Change %
Price: $0.000000
Shares after: 251,159
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 251,159
Exercise price
Footnotes: F5, F7

MC transaction Derivative

2021 LTI LP Units of Moelis&Co Group Employee Holdings LP

Award

Transaction value: $0
Shares: +28,979
Change %
Price: $0.000000
Shares after: 28,979
Date: 22 Feb 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 28,979
Exercise price
Footnotes: F5, F8

MC transaction Derivative

Class B Common Stock, par value $0.01

Options Exercise

Transaction value
Shares: -146,120
Change %: -3.2%
Price
Shares after: 4,489,778
Date: 23 Feb 2023
Ownership: Direct
Underlying class: Class A Common Stock, par value $0.01
Underlying amount: 80
Exercise price
Footnotes: F3, 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 of the Issuer ("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

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 who received such Group Units in connection with the Company's public offering closed on April 21, 2014.

Footnote F4

The RSUs were settled for Class A common stock on February 22, 2023.

Footnote F5

Limited partnership units ("LP Units") of Moelis & Company Group Employee Holdings ("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 Moelis & Company Group Employee Holdings LP.

Footnote F6

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.

Footnote F7

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.

Footnote F8

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 LTI LP Units"). The 2021 LTI LP Units vest over three years as follows: (a) one third vests on each of February 23, 2025, February 23, 2026 and February 23, 2027. 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, 2023, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2021 LTI LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.

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.