Kenneth Moelis Form 4 Moelis & Co / KENNETH MOELIS ownership change

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)

C/O MOELIS & COMPANY

399 PARK AVENUE, 5TH FLOOR

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2021

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⁽¹⁾	02/23/2021		M		800,000	A	⁽²⁾	800,000⁽³⁾	I	By Trust⁽¹⁾
Class A Common Stock	02/23/2021		M⁽⁴⁾		580	A	⁽⁴⁾	5,085	D
Class A Common Stock	02/23/2021		M		127,944.23	A	⁽⁵⁾	133,029	D
Class A Common Stock	02/23/2021		F		1,410.23	D	$54.29	131,619⁽³⁾	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)
Partnership Interests⁽²⁾	⁽²⁾	02/23/2021		M			800,000	⁽²⁾	⁽²⁾	Class A Common Stock, par value $0.01	800,000	⁽²⁾	4,076,314	I	By Trust⁽¹⁾
Class B Common Stock, par value $0.01⁽⁴⁾⁽⁶⁾	⁽⁶⁾	02/23/2021		M⁽⁶⁾			1,049,273	⁽⁶⁾	⁽⁶⁾	Class A Common Stock, par value $0.01	580	⁽⁴⁾	4,899,477	D
2015 Incentive Restricted Stock Units⁽⁷⁾	⁽⁷⁾	02/23/2021		M			51,086.29	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	51,086.29	$0.00	0	D
2016 Incentive Restricted Stock Units⁽⁷⁾	⁽⁷⁾	02/23/2021		M			25,874.47	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	25,874.47	$0.00	25,874.46	D
2017 Long Term Incentive Award⁽⁷⁾	⁽⁷⁾	02/23/2021		M			5,072.52	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	5,072.52	$0.00	10,149.04	D
2017 Incentive Restricted Stock Units⁽⁷⁾	⁽⁷⁾	02/23/2021		M			21,056.82	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	21,056.82	$0.00	42,116.32	D
2018 Incentive Restricted Stock Units⁽⁷⁾	⁽⁷⁾	02/23/2021		M			24,854.13	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	24,854.13	$0.00	74,562.37	D

Explanation of Responses:

1. Represents a transaction by the Moelis Family Trust. Mr. Moelis is a beneficiary of The Moelis Family Trust. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Family Trust with Mrs. Julie Moelis.

2. On February 23, 2021 certain of the holder's partnership interests ("Partnership Interests") in Moelis & Company Partner Holdings LP ("Partner Holdings") were exchanged for an equal number of Class A partnership units ("Group Units") in Moelis & Company Group LP ("Group LP") and the Group Units were exchanged for an equal number of shares of Moelis & Company Class A common stock. The exchanges were approved by the Company's board of directors under Rule 16b-3. Partnership Interests became exchangeable for an equal number of Group Units, following the expiration of the lock-up restriction, which expired on April 22, 2020. Each Group Unit became exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments) or cash, at Group LP's option. The form of Group LP's agreement of limited partnership has been filed as an exhibit to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014.

3. This number excludes (i) 450,579 units of unvested equity granted to Mr. Moelis as incentive compensation for fiscal years 2016 through 2020 and (ii) 4,076,314 shares of Class A common stock issuable in exchange for Group Units held by The Moelis Family Trust.

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 Group Units were exchanged for Class A common stock by certain selling Stockholders.

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

6. 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.

7. The RSUs were settled for Class A Common Stock on February 23, 2021.

Remarks:

	/s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis	02/25/2021
	** 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.
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Kenneth Moelis Form 4Moelis & Co / KENNETH MOELIS ownership change