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) 04/26/2017 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 04/26/2017 | M | 2,194.2862 | A | (1) | 2,194.2862 | D | |||
| Class A Common Stock | 04/26/2017 | F | 812.2862 | D | $38.12 | 1,382 | D | |||
| Class A Common Stock | 04/26/2017 | S | 1,382 | D | $38.12 | 0 | D | |||
| Class A Common Stock | 04/26/2017 | M | 1,783 | A | (1) | 1,783 | D | |||
| Class A Common Stock | 04/27/2017 | S | 1,783 | D | $38.616 | 0 | D | |||
| Class A Common Stock | 04/27/2017 | M | 1,750 | A | $21.95 | 1,750 | D | |||
| Class A Common Stock | 04/27/2017 | S | 1,750 | D | $38.619 | 0 | D | |||
| 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 Incentive Restricted Stock Units | (2) | 04/26/2017 | M | 365.7114 | (2) | (2) | Class A Common Stock | 365.7114 | $0 | 365.7114 | D | ||||
| 2014 LTI Restricted Stock Units | (2) | 04/26/2017 | M | 1,828.5568 | (2) | (2) | Class A Common Stock | 1,828.5568 | $0 | 5,485.6713 | D | ||||
| Partnership Interests(3) | (3) | 04/26/2017 | M | 1,783 | (4) | (4) | Class A Common Stock | 1,783 | $0 | 0 | D | ||||
| IPO Options (Right to Buy)(5) | $21.95(6) | 04/27/2017 | M | 1,750 | (7) | (7) | Class A Common Stock | 1,750 | $0 | 5,250 | D | ||||
| Explanation of Responses: |
| 1. Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs). |
| 2. The RSUs were settled for Class A common stock on April 26, 2017. |
| 3. Represents partnership interest in Moelis & Company Partner Holdings LP ("Partner Holdings") which are exchangeable for Class A partnership units in Moelis & Company Group LP ("Group LP"). Each Group LP Class A partnership unit is exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments), or cash, at Group LP's option. |
| 4. Pursuant to the Limited Partnership Agreement of Group LP (the "Partnership Agreement"), Group LP Class A partnership units held by the reporting person are exchangeable for Moelis & Company Class A common stock upon the Company periodically providing an exchange date for certain holders to exchange Group LP partnership units for Moelis & Company Class A common stock. |
| 5. Grant of stock options pursuant to the Moelis & Company 2014 Omnibus Incentive Plan. |
| 6. The IPO Options were originally issued at $25.00. Moelis & Company (the "Company") paid a special dividend of $1.00 per share of common stock to holders of record as of November 10, 2014 on November 24, 2014; a second special dividend of $0.80 per share of common stock to holders of record as of February 19, 2016 on March 4, 2016 and a third special dividend of $1.25 per share of common stock to holders of record as of December 23, 2016 on January 5, 2017. In connection with the declaration of each special dividend and as required under Section 5 of the Company's 2014 Omnibus Incentive Plan, the Compensation Committee of the Company's Board of Directors equitably reduced the exercise price of the Company's outstanding options to purchase common stock by the amount of each special dividend for an aggregate reduction of $3.05 from $25.00 per share to $21.95 per share. Such options are held by certain current and former employees of the Company, including officers and directors. |
| 7. The IPO Options vest 25% on April 22, 2017, 25% on April 22, 2018 and 50% on April 22, 2019. The IPO Options expire on April 22, 2020. |
| /s/ Osamu Watanabe as attorney-in-fact for Christopher Callesano | 04/28/2017 | |
| ** 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. | ||