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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Moelis & Co [ MC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/14/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2014 Restricted Stock Units | $0.00(1) | 11/14/2018 | A | 153.84 | (2) | (2) | Class A Common Stock | 153.84 | $0.00 | 13,295.37 | D | ||||
| 2015 Incentive RSUs Granted in 2015 (Quarterly Awards) | $0.00(1) | 11/14/2018 | A | 159.45 | (3) | (3) | Class A Common Stock | 159.45 | $0.00 | 13,780.19 | D | ||||
| 2015 Incentive RSUs | $0.00(1) | 11/14/2018 | A | 177.78 | (4) | (4) | Class A Common Stock | 177.78 | $0.00 | 15,364.61 | D | ||||
| 2016 Incentive RSUs Granted in 2016 (Quarterly Awards) | $0.00(1) | 11/14/2018 | A | 131.97 | (5) | (5) | Class A Common Stock | 131.97 | $0.00 | 11,406.02 | D | ||||
| 2016 Incentive RSUs | $0.00(1) | 11/14/2018 | A | 142.67 | (6) | (6) | Class A Common Stock | 142.67 | $0.00 | 12,330.64 | D | ||||
| 2017 Incentive RSUs Granted in 2017 (Quarterly Awards) | $0.00(1) | 11/14/2018 | A | 105.27 | (7) | (7) | Class A Common Stock | 105.27 | $0.00 | 9,098.5 | D | ||||
| 2017 Restricted Stock Unit Award for MD | $0.00(1) | 11/14/2018 | A | 287.3 | (8) | (8) | Class A Common Stock | 287.3 | $0.00 | 24,830.34 | D | ||||
| 2017 Incentive RSUs | $0.00(1) | 11/14/2018 | A | 289.59 | (9) | (9) | Class A Common Stock | 289.59 | $0.00 | 25,027.67 | D | ||||
| 2017 Long Term Incentive Award | $0.00(1) | 11/14/2018 | A | 120.65 | (9) | (9) | Class A Common Stock | 120.65 | $0.00 | 10,427.19 | D | ||||
| 2018 Incentive RSUs Granted in 2018 (Quarterly) | $0.00(1) | 11/14/2018 | A | 65.65 | (10) | (10) | Class A Common Stock | 65.65 | $0.00 | 5,674.17 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Stock Unit represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share. |
| 2. RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 1, 2014 (and dividend equivalents subsequently issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs. |
| 3. RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued quarterly in 2015 as follows: (1) 34.13 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on April 3, 2015 (and dividend equivalents subsequently issued thereon), (2) 35.26 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on June 30, 2015 (and dividend equivalents subsequently issued thereon), (3) 37.62 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 30, 2015 (and dividend equivalents subsequently issued thereon) and (4) 52.44 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on December 31, 2015 (and dividend equivalents subsequently issued thereon). In all cases, the dividend equivalent RSUs will vest concurrently with the vesting of the respective unvested underlying RSUs. |
| 4. RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on February 24, 2016 (and dividend equivalents subsequently issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs. |
| 5. RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued quarterly in 2016 as follows: (1) 31.48 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on March 31, 2016 (and dividend equivalents subsequently issued thereon), (2) 36.39 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on June 30, 2016 (and dividend equivalents subsequently issued thereon), (3) 32.36 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 30, 2016 (and dividend equivalents subsequently issued thereon), and (4) 31.75 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on December 30, 2016 (and dividend equivalents subsequently issued thereon). In all cases, the dividend equivalent RSUs will vest concurrently with the vesting of the respective unvested underlying RSUs. |
| 6. RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on February 23, 2017 (and dividend equivalents subsequently issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs. |
| 7. RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued quarterly in 2017 as follows: (1) 28.73 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on March 31, 2017 (and dividend equivalents subsequently issued thereon), (2) 26.89 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued June 30, 2017 (and dividend equivalents subsequently issued thereon), (3) 23.91 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 30, 2017 (and dividend equivalents subsequently issued thereon), and (4) 25.75 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on December 29, 2017 (and dividend equivalents subsequently issued thereon). In all cases, the dividend equivalent RSUs will vest concurrently with the vesting of the respective unvested underlying RSUs. |
| 8. RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on March 31, 2017 (and dividend equivalents subsequently issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs. |
| 9. RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on February 15, 2018 (and dividend equivalents subsequently issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs. |
| 10. RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued quarterly in 2018 as follows: (1) 24.64 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on March 29, 2018 (and dividend equivalents subsequently issued thereon), (2) 20.31 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on June 29, 2018 (and dividend equivalents subsequently issued thereon), and (3) 20.71 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 28, 2018. In all cases, the dividend equivalent RSUs will vest concurrently with the vesting of the respective unvested underlying RSUs. |
| Remarks: |
| /s/ Osamu Watanabe as attorney-in-fact for Eric Cantor | 11/16/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||