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

Signature
/s/ Osamu Watanabe as attorney-in-fact for Navid Mahmoodzadegan
Stock symbol
MC
Transactions as of
Feb 4, 2025
Transactions value $
$0
Form type
4
Date filed
2/6/2025, 08:49 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 +3.15K +4.66% $0.00 70.8K Feb 4, 2025 Class A Common Stock 3.15K Direct F1, F2, F3, F4
transaction MC 2023 LP Units of MCGEH Award $0 +167K $0.00 167K Feb 4, 2025 Class A Common Stock 167K Direct F1, F5
transaction MC 2023 LTI LP Units of MCGEH Award $0 +2.74K $0.00 2.74K Feb 4, 2025 Class A Common Stock 2.74K Direct F1, F6
* 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 3,151.96 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 LP Units"). The 2023 LP Units vest over four years as follows: (a) 40% vests on February 23, 2026, and (b) and 20% vests on each of February 23, 2027, February 23, 2028 and February 23, 2029. These 2023 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 Issuers Compensation Committee certified the achievement of the Book-Up. These 2023 LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.
F6 Reflects a profits interest award in the form of Long Term Incentive LP Units granted to the Reporting Person on February 15, 2024 in connection with compensation awarded for the 2023 fiscal year (the "2023 LTI LP Units"). The 2023 LTI LP Units vest over two years as follows: 50% vests on each February 23, 2028 and February 23, 2029. These 2023 LTI LP Units may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis after the LTI LP Units become vested and a sufficient amount of profits have been allocated to the holder of the LTI LP Units (the "Book-Up"). On February 4, 2025, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2023 LTI LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.