Kenneth Moelis - Feb 4, 2025 Form 4 Insider Report for Moelis & Co (MC)

Signature
/s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis
Stock symbol
MC
Transactions as of
Feb 4, 2025
Transactions value $
$0
Form type
4
Date filed
2/6/2025, 08:48 PM
Previous filing
Dec 4, 2024
Next filing
Feb 20, 2025

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MC 2022 Performance LP Units of MCGEH Award $0 +4.1K +4.66% $0.00 92.1K Feb 4, 2025 Class A Common Stock 4.1K Direct F1, F2, F3, F4
transaction MC 2023 Vested LP Units of MCGEH Award $0 +157K $0.00 157K Feb 4, 2025 Class A Common Stock 157K Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Limited partnership units of 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 MCGEH.
F2 Reflects dividend equivalents on a profits interest award in the form of LP Units previously granted to the Reporting Person in February 2023 in connection with the compensation for the 2022 fiscal year, which are subject to the performance and time-based vesting requirements described below. 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 4, 2025, the Issuer's Compensation Committee certified the achievement of the Book-Up, and these LP Units remain subject to the performance and time-based vesting requirements described below.
F3 Amount reflects 4,097.57 Performance LP Units in dividend equivalents previously granted and included in the Book Up in February of 2025.
F4 These Performance LP Units are subject to three conditions in order to vest: (i) a Book-Up, (ii) certain performance conditions based on meeting or exceeding specified dividend adjusted stock price hurdles and (iii) a five year service vesting condition. The target amount of Performance LP Units (and related dividend equivalents) satisfy the time-vesting requirement in equal installments on each of February 16, 2026, 2027 and 2028 and Performance LP Units in excess of the target Performance LP Units (and related dividend equivalents) satisfy the time -vesting requirement on February 16, 2028. The redemption rights described herein do not expire.
F5 Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 15, 2024 in connection with compensation awarded for the 2023 fiscal year (the "2023 Vested LP Units"). The 2023 Vested LP Units vest at grant and may be redeemed as follows: (a) 40% on February 23, 2026, and (b) and 20% on each of February 23, 2027, February 23, 2028 and February 23, 2029. These 2023 Vested LP units may be redeemded by the holder for shares of Class A Common Stock on a one-for-one basis beginning on the third anniversary of the grant date (February 2027) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up"). On February 4, 2025, the Issuers Compensation Committee certified the achievement of the Book-Up. In addition, the 2023 Vested LP Units are subject to sale and non-compete restrictions through the fifth anniversary of the grant date. The redemption rights described herein do not expire.