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: MAHMOODZADEGAN NAVID (Director, Managing Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-24	Class A common stock, par value $0.01	M	369249	—	Acquired	369249	Indirect
2014-11-24	Class A common stock, par value $0.01	M	54647	—	Acquired	54647	Indirect
2014-11-24	Class A common stock, par value $0.01	S	369249	$31.75	Disposed	0	Indirect
2014-11-24	Class A common stock, par value $0.01	S	54647	$31.75	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-24	Incentive Restricted Stock Units	$0.00	A	2254	Acquired		Class A Common Stock, par value $0.01 (2254)	Direct
2014-11-24	Partnership Interests	$	M	369249	Disposed		Class A Common stock, par value $0.01 (369249)	Indirect
2014-11-24	Partnership Intersts	$	M	54647	Disposed		Class A common stock, par value $0.01 (54647)	Indirect

Footnotes

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

F2: In connection with the public offering of Moelis & Company common stock closed on November 24, 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 Mahmoodzadegan-Gappy Annuity Trust, of which Mr. Mahmoodzadegan 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: 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.

F6: 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.

F7: 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.

F8: 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.