Kenneth Moelis - Feb 18, 2025 Form 4 Insider Report for Moelis & Co (MC)

Role: Chairman, CEO, Director
Signature: /s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis
Stock symbol: MC
Transactions as of: Feb 18, 2025
Transactions value $: $0
Form type: 4
Date filed: 2/20/2025, 07:00 PM
Previous filing: Feb 6, 2025
Next filing: Feb 21, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MC	Class A Common Stock	Options Exercise		+160K	+186046.51%		160K	Feb 18, 2025	Direct	F1
transaction	MC	Class A Common Stock	Options Exercise		+1	+0%		160K	Feb 18, 2025	Direct	F2

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	2020 LP Units of MCGEH	Options Exercise		-32.3K	-50%		32.3K	Feb 18, 2025	Class A Common Stock	32.3K		Direct	F1, F3, F4
transaction	MC	2021 LP Units of MCGEH	Options Exercise		-14.1K	-9.36%		137K	Feb 18, 2025	Class A Common Stock	14.1K		Direct	F1, F3, F5
transaction	MC	2021 Vested LP Units of MCGEH	Options Exercise		-114K	-100%		0	Feb 18, 2025	Class A Common Stock	114K		Direct	F1, F3, F6
transaction	MC	Class B Common Stock, par value $0.01	Options Exercise		-3.45K	-0.08%		4.33M	Feb 18, 2025	Class A Common Stock, par value $0.01	1		Direct	F2, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 18, 2025 certain of the holder's LP units in Moelis & Company Group Employee Holdings LP ("MCGEH") granted in February 2021 and 2022 for compensation awarded for the 2020 and 2021 fiscal years (the "2020 LP Units", "2021 LP Units" and "2021 Vested LP Units") were exchanged for an equal number of shares of Moelis & Company Class A common stock pursuant to the terms of the Second Amended and Restated Limited Partnership Agreement of MCGEH. The exchanges were approved by the Company's Compensation Committee under Rule 16b-3.
F2	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.
F3	Certain of the 2020 LP Units, 2021 LP Units and 2021 Vested LP Units became eligible for exchange into Class A Common Stock following vesting and Book-Up (as defined below).
F4	The 2020 LP Units vest over four years as follows: (a) 40% vested on or about February 23, 2023, and (b) and 20% vests on or about each of February 23, 2024, February 23, 2025 and February 23, 2026, These 2020 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").
F5	The 2021 LP Units vest over four years as follows: (a) 40% vested on or about February 23, 2024, and (b) and 20% vests on or about each of February 23, 2025, February 23, 2026 and February 23, 2027, These 2021 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").
F6	The 2021 Vested LP Units vest at grant and may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis on the third anniversary of the grant date (February 2025) and a sufficient amount of profits have been allocated to the holder of the LP Units (the "Book-Up").
F7	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.