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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Partnership Interests (2) | (2) | 07/25/2024 | M | 100,000 | (2) | (2) | Class A Common Stock, par value $0.01 | 100,000 | (2) | 3,976,314 | I | By Trust (1) | |||
| Class B Common Stock, par value $0.01 (4) (5) | (5) | 07/25/2024 | M(5) | 100,669 | (5) | (5) | Class A Common Stock, par value $0.01 | 55 | (4) | 4,331,619 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOELIS KENNETH 399 PARK AVE NEW YORK, NY 10022 |
X | Chairman, CEO | ||
| /s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis | 07/29/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 July 25, 2024 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) | The Moelis Family Trust's ownership of 100,000 shares of Class A common stock and Mr. Moelis' ownership of 5,394 shares of Class A common stock is in addition to (i) 703,262 units of unvested or restricted equity granted to Mr. Moelis as incentive compensation for fiscal years 2019 through 2023, (ii) 92,089 units of equity that are subject to vesting and performance provisions granted to Mr. Moelis as incentive compensation for fiscal year 2022, (iii) 3,976,314 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) | 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. |