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

Role: Co-President, MD
Signature: /s/ Osamu Watanabe as attorney-in-fact for Navid Mahmoodzadegan
Stock symbol: MC
Transactions as of: Feb 18, 2025
Transactions value $: $0
Form type: 4
Date filed: 2/20/2025, 07:02 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		+150K			150K	Feb 18, 2025	Direct	F1

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		-30.4K	-50%		30.4K	Feb 18, 2025	Class A Common Stock	30.4K		Direct	F1, F2, F3
transaction	MC	2021 Vested LP Units of MCGEH	Options Exercise		-68.2K	-100%		0	Feb 18, 2025	Class A Common Stock	68.2K		Direct	F1, F2, F4
transaction	MC	2021 LP Units of MCGEH	Options Exercise		-28.4K	-33.33%		56.7K	Feb 18, 2025	Class A Common Stock	28.4K		Direct	F1, F2, F5
transaction	MC	2022 LP Units of MCGEH	Options Exercise		-23K	-9.07%		231K	Feb 18, 2025	Class A Common Stock	23K		Direct	F1, F2, F6

* 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, 2022 and 2023 for compensation awarded for the 2020, 2021 and 2022 fiscal years (the "2020 LP Units", "2021 Vested LP Units", "2021 LP Units" and "2022 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	Certain of the 2020 LP Units, 2021 Vested LP Units, 2021 LP Units and 2022 LP Units became eligible for exchange into Class A Common Stock following vesting and Book-Up (as defined below).
F3	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").
F4	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").
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 2022 LP Units vest over four years as follows: (a) 40% vested on or about February 23, 2025, and (b) and 20% vests on or about each of February 23, 2026, February 23, 2027 and February 23, 2028, These 2022 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").