KENNETH MOELIS - 22 Feb 2023 Form 4 Insider Report for Moelis & Co (MC)

Role: Chairman, CEO, Director, 10%+ Owner
Signature: /s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis
Issuer symbol: MC
Transactions as of: 22 Feb 2023
Transactions value $: -$2,746,735
Form type: 4
Filing time: 24 Feb 2023, 19:29:10 UTC
Previous filing: 31 Jan 2023
Next filing: 30 Mar 2023
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		+113,769	+2.28%		163,596	22 Feb 2023	Direct	F1
transaction	MC	Class A Common Stock	Tax liability	-$832,710	-19,798	-12.1%	$42.06	143,798	22 Feb 2023	Direct
transaction	MC	Class A Common Stock	Sale	-$1,914,024	-45,507	-31.65%	$42.06	98,291	22 Feb 2023	Direct	F2
transaction	MC	Class A Common Stock	Options Exercise		+80	+0.08%		98,371	23 Feb 2023	Direct	F3

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	2017 Long Term Incentive Award	Options Exercise	$0	-5,982	-100%	$0^*	0	22 Feb 2023	Class A Common Stock	5,982		Direct	F4
transaction	MC	2017 Incentive Restricted Stock Units	Options Exercise	$0	-24,822	-100%	$0^*	0	22 Feb 2023	Class A Common Stock	24,821		Direct	F4
transaction	MC	2018 Incentive Restricted Stock Units	Options Exercise	$0	-29,296	-50%	$0	29,296	22 Feb 2023	Class A Common Stock	29,296		Direct	F4
transaction	MC	2019 Long Term Incentive Restricted Stock Units	Options Exercise	$0	-53,669	-33.33%	$0	107,357	22 Feb 2023	Class A Common Stock	53,669		Direct	F4
transaction	MC	2021 Vested LP Units of Moelis&Co Group Employee Holdings LP	Award	$0	+113,646		$0	113,646	22 Feb 2023	Class A Common Stock	113,646		Direct	F5, F6
transaction	MC	2021 LP Units of Moelis & Company Group Employee Holdings LP	Award	$0	+251,159		$0	251,159	22 Feb 2023	Class A Common Stock	251,159		Direct	F5, F7
transaction	MC	2021 LTI LP Units of Moelis&Co Group Employee Holdings LP	Award	$0	+28,979		$0	28,979	22 Feb 2023	Class A Common Stock	28,979		Direct	F5, F8
transaction	MC	Class B Common Stock, par value $0.01	Options Exercise		-146,120	-3.15%		4,489,778	23 Feb 2023	Class A Common Stock, par value $0.01	80		Direct	F3, F9

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

Explanation of Responses:

Id	Content
F1	Shares of Class A Common Stock of the Issuer ("Class A Common Stock") were acquired upon settlement of Restricted Stock Units (RSUs).
F2	Class A Common Stock sold by Mr. Moelis in order to raise proceeds to satisfy tax obligations triggered by delivery of the Class A Common Stock upon settlement of the RSUs. Federal taxes are not withheld from Class A Common Stock delivered to Mr. Moelis upon settlement of RSUs because he is a partner in Moelis & Company Partner Holdings LP.
F3	The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Moelis & Company Group LP Units ("Group Units") were exchanged for Class A common stock by certain selling stockholders who received such Group Units in connection with the Company's public offering closed on April 21, 2014.
F4	The RSUs were settled for Class A common stock on February 22, 2023.
F5	Limited partnership units ("LP Units") of Moelis & Company Group Employee Holdings ("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 Moelis & Company Group Employee Holdings LP.
F6	Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 17, 2022 in connection with compensation awarded for the 2021 fiscal year (the ""2021 Vested LP Units""). 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"). On February 22, 2023, the Issuers Compensation Committee certified the achievement of the Book-Up. In addition, the LP Units are subject to sale and non-compete restrictions through the third anniversary of the grant date. The redemption rights described herein do not expire.
F7	Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 17, 2022 in connection with compensation awarded for the 2021 fiscal year (the "2021 LP Units"). The 2021 LP Units vest over four years as follows: (a) 40% vests on February 23, 2024, and (b) and 20% vests on 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"). On February 22, 2023, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2021 LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.
F8	Reflects a profits interest award in the form of LP Units granted to the Reporting Person on February 17, 2022 in connection with compensation awarded for the 2021 fiscal year (the "2021 LTI LP Units"). The 2021 LTI LP Units vest over three years as follows: (a) one third vests on each of February 23, 2025, February 23, 2026 and February 23, 2027. 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 22, 2023, the Issuers Compensation Committee certified the achievement of the Book-Up. These 2021 LTI LP Units remain subject to the time-based vesting requirements described herein. The redemption rights described herein do not expire.
F9	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.