Moelis & Co — Director's Dealing 2014

Dec 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2014-12-01

Reporting Person: RAICH JEFFREY (Director, Managing Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-01	Class A common stock, par value $0.01	M	42296	—	Acquired	42296	Indirect
2014-12-01	Class A common stock, par value $0.01	M	6301	—	Acquired	6301	Indirect
2014-12-01	Class A common stock, par value $0.01	M	27	—	Acquired	27	Direct
2014-12-01	Class A common stock, par value $0.01	S	42296	$31.75	Disposed	0	Indirect
2014-12-01	Class A common stock, par value $0.01	S	6301	$31.75	Disposed	0	Indirect
2014-12-01	Class A common stock, par value $0.01	S	27	$31.75	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-01	Partnership Interests	$	M	42296	Disposed		Class A Common stock, par value $0.01 (42296)	Indirect
2014-12-01	Partnership Intersts	$	M	6301	Disposed		Class A common stock, par value $0.01 (6301)	Indirect
2014-12-01	Partnership Interests	$	M	27	Disposed		Class A Common Stock, par value $0.01 (27)	Direct

Footnotes

F1: Represents transaction by Raich Trust, of which Mr. Raich is a beneficiary. Mr. Raich shares voting and dispositive power over the assets of the trust.

F2: Pursuant to the underwriting agreement for the November 24, 2014 public offering of Moelis & Company Class A common stock, the underwriters exercised their option to purchase additional shares of common stock from the holder as part of the offering. In connection with the closing of such exercise on December 1, 2014, certain of the holder's partnership interests ("Partnership Interests") in Moelis & Company Partner Holdings LP ("Partner Holdings") were exchanged for an equal number of Class A partnership units ("Group Units") in Moelis & Company Group LP ("Group LP") and the Group Units were exchanged for an equal number of shares of Moelis & Company Class A common stock. The exchanges were approved by the Company's board of directors under Rule 16b-3.

F3: Represents transaction by Raich 2010 Annuity Trust, of which Mr. Raich is a beneficiary.

F4: From this price, the holder paid an underwriting discount of $1.349375 per share to the underwriters in connection with the offering.

F5: 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.

F6: 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 has been filed as an exhibit to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014.