Moelis & Co — Director's Dealing 2014

Nov 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2014-11-24

Reporting Person: CRAIN ELIZABETH (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-24	Incentive Restricted Stock Units	$0.00	A	766	Acquired		Class A Common Stock, par value $0.01 (766)	Direct
2014-11-24	Partnership Interests	$31.75	D	4745	Disposed		Class A Common stock, par value $0.01 (4745)	Indirect
2014-11-24	Partnership Intersts	$31.75	D	25360	Disposed		Class A common stock, par value $0.01 (25360)	Direct

Footnotes

F1: Each Restricted Stock Unit represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share.

F2: Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on April 15, 2014 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. Issuance of dividend equivalents was approved by the Company's board of directors pursuant to Rule 16b-3.

F3: Represents partnership interests with respect to shares of Moelis & Company Class A common stock held by Partner Holdings on behalf of the Elizabeth A. Crain Retained Annuity Trust, of which Ms. Crain is a beneficiary. Ms. Crain has voting and dispositive power over the assets of the trust.

F4: 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.

F5: In connection with the public offering of Moelis & Company common stock closed on November 24, 2014, Moelis & Company purchased such Partnership Interests from the reporting person using the proceeds of the offering. The transaction was approved by the Company's board of directors pursuant to Rule 16b-3.

F6: 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) dated April 8, 2014.

F7: The reporting person has reimbursed the purchaser, Moelis & Company, out of this price an underwriting discount of $1.349375 per share paid by the purchaser to the underwriters in connection with the offering.