Moelis & Co — Director's Dealing 2014

Apr 15, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2014-04-15

Reporting Person: MAHMOODZADEGAN NAVID (Director, Managing Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Partnership Interests	$		Class A common stock, par value $0.01 (3579790)		Indirect
Partnership Interests	$		Class A common stock, par value $0.01 (529797)		Indirect

Footnotes

F1: Represents partnership interests in Moelis & Company Partner Holdings LP ("Partner Holdings") which are exchangeable for Class A partnership units in Moelis & Company Group LP ("Group LP"). Each Group LP Class A partnership unit is exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments) or cash, at Group LP's option.

F2: Represents partnership interests with respect to 3,579,790 shares of Moelis & Company Class A common stock held by Partner Holdings on behalf of the Mahmoodzadegan-Gappy Trust, of which Mr. Mahmoodzadegan is a beneficiary. Mr. Mahmoodzadegan shares voting and dispositive power over the assets of the trust.

F3: Pursuant to Group LP's agreement of limited partnership, Group LP Class A partnership units held by the reporting person are not exchangeable for Moelis & Company Class A common stock until the expiration or waiver of certain lock-up 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 has been filed as an exhibit to Moelis & Company's registration statement on Form S-1 (File No. 333-194306).

F4: Represents partnership interests with respect to 529,797 shares of Moelis & Company Class A common stock held by Partner Holdings on behalf of the Mahmoodzadegan-Gappy Annuity Trust, of which Mr. Mahmoodzadegan is a beneficiary. Mr. Mahmoodzadegan shares voting and dispositive power over the assets of the trust.