SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SIMON JOSEPH
(Last) (First) (Middle)
399 PARK AVE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Moelis & Co [ MC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/18/2025 M 16,767 A (1) 16,767 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2021 Vested LP Units of MCGEH(2) (1) 02/18/2025 M 5,682 (3) (3) Class A Common Stock 5,682 (1) 0 D
2021 LP Units of MCGEH(2) (1) 02/18/2025 M 3,361 (4) (4) Class A Common Stock 3,361 (1) 6,724 D
2022 Vested LP Units of MCGEH(2) (1) 02/18/2025 M 7,724 (5) (5) Class A Common Stock 7,724 (1) 11,588 D
Explanation of Responses:
1. On February 18, 2025 certain of the holder's LP units in Moelis & Company Group Employee Holdings LP ("MCGEH") granted in February 2022 and 2023 for compensation awarded for the 2021 and 2022 fiscal years (the "2021 Vested LP Units", " "2021 LP Units" and "2022 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.
2. Certain of the 2021 Vested LP Units, 2021 LP Units and 2022 Vested LP Units became eligible for exchange into Class A Common Stock following vesting and Book-Up (as defined below).
3. 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").
4. The 2021 LP Units vest over four years as follows: (a) 40% vests 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").
5. The 2022 Vested LP Units vest at grant and may be redeemed as follows: (a) 40% on or about February 23, 2025, and (b) and 20% on or about each of February 23, 2026, February 23, 2027 and February 23, 2028. These 2022 Vested LP units may be redeemded by the holder for shares of Class A Common Stock on a one-for-one basis beginning 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"). In addition, the 2022 Vested LP Units are subject to sale and non-compete restrictions through the fifth anniversary of the grant date.
/s/ Osamu Watanabe as attorney-in-fact for Joseph Simon 02/20/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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