Statement of Changes in Beneficial Ownership (4)
November 18 2015 - 5:24PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LEAMAN J RICHARD III
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2. Issuer Name
and
Ticker or Trading Symbol
Moelis & Co
[
MC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
MD & Vice Chairman
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(Last)
(First)
(Middle)
C/O MOELIS & COMPANY, 399 PARK AVENUE, 5TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2015
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Partnership Interests
(1)
(2)
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(2)
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11/16/2015
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G
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85718
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(3)
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(3)
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Class A Common stock, par value $0.01
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85718
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(4)
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0
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I
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By trust
(1)
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Partnership Interests
(2)
(5)
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(2)
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11/16/2015
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G
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85718
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(3)
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(3)
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Class A Common stock, par value $0.01
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85718
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(6)
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85718
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I
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By trust
(5)
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Explanation of Responses:
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(
1)
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Represents transaction by J. Richard Leaman III 2010 Grantor Retained Annuity Trust, of which Mr. Leaman is a beneficiary. Mr. Leaman has voting and dispositive power over the assets of the trust.
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(
2)
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Partnership interests are exchangeable for an equal number of Group Units. Each Group Unit is exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments) or cash, at Group LP's option.
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(
3)
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Pursuant to Group LP's agreement of limited partnership, Group Units held by the reporting person are not exchangeable for Moelis & Company Class A common stock until the expiration or waiver of certain lockup periods, commencing on the fourth anniversary of the closing of the initial public offering of Moelis & Company Class A common stock. The form of Group LP's agreement of limited partnership and the amendment thereto have been filed as exhibits to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014.
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(
4)
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The J. Richard Leaman III 2010 Grantor Retained Annuity Trust transferred the Partnership Interests as a gift without consideration to the Family Trust Created Under the J. Richard Leaman III 2010 Grantor Retained Annuity Trust.
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(
5)
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Represents a transaction by the Family Trust Created Under the J. Richard Leaman III 2010 Grantor Retained Annuity Trust. Mr. Leaman may have indirect voting and dispositive power over the assets of the trust as a result of his relationship to the trustee.
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(
6)
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Family Trust Created Under the J. Richard Leaman III 2010 Grantor Retained Annuity Trust received the Partnership Interests as a gift without consideration from the J. Richard Leaman III 2010 Grantor Retained Annuity Trust.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LEAMAN J RICHARD III
C/O MOELIS & COMPANY
399 PARK AVENUE, 5TH FLOOR
NEW YORK, NY 10022
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X
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MD & Vice Chairman
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Signatures
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/s/ Osamu Watanabe as attorney-in-fact for J. Richard Leaman
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11/18/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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