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: MOELIS KENNETH (Director, Chairman and CEO, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Partnership Interests	$		Class A common stock, par value $0.01 (3462597)		Indirect
Partnership Interests	$		Class A common stock, par value $0.01 (13295337)		Indirect
Class B common stock, par value $0.01	$		Class A common stock, par value $0.01 (20000)		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 3,462,597 shares of Moelis & Company Class A common stock held by Partner Holdings on behalf of The Moelis Irrevocable Trust, of which Mr. Moelis's children are the primary beneficiaries. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Irrevocable Trust with Mrs. Julie Moelis. Mr. Moelis does not have a pecuniary interest in these shares of Class A common stock. Mr. Moelis disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest in such interests.

F3: Pursuant to Group LP's agreement of limited partnership, Group LP Class A partnership units held by Mr. Moelis 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 13,295,337 shares of Moelis & Company Class A common stock held by Partner Holdings on behalf of The Moelis Family Trust, of which Mr. Moelis is a beneficiary. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Family Trust with Mrs. Julie Moelis.

F5: Each share of Moelis & Company Class B common stock is convertible into approximately 0.00055 shares of Moelis & Company Class A common stock at the election of the holder, upon certain transfers and when and if certain holders of Group LP Class A partnership units elect to exchange such units for Moelis & Company Class A common stock or cash, at Group LP's option.