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

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	1371401	—	Acquired	1371401	Indirect
2014-11-24	Class A common stock, par value $0.01	M	357163	—	Acquired	357163	Indirect
2014-11-24	Class A common stock, par value $0.01	S	1371401	$31.75	Disposed	0	Indirect
2014-11-24	Class A common stock, par value $0.01	S	357163	$31.75	Disposed	0	Indirect
2014-11-24	Class A common stock, par value $0.01	M	1363	—	Acquired	1363	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-24	Incentive Restricted Stock Units	$0.00	A	3005	Acquired		Class A Common Stock, par value $0.01 (3005)	Direct
2014-11-24	Partnership Interests	$	M	1371401	Disposed		Class A Common stock, par value $0.01 (1371401)	Indirect
2014-11-24	Partnership Intersts	$	M	357163	Disposed		Class A common stock, par value $0.01 (357163)	Indirect
2014-11-24	Class B common stock, par value $0.01	$	D	1257013	Disposed		Class A Common Stock, par value $0.01 (695)	Direct
2014-11-24	Class B Common Stock, par value $0.01	$	M	2464608	Disposed		Class A common stock, par value $0.01 (1363)	Direct

Footnotes

F1: Represents transaction by 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.

F2: In connection with the public offering of Moelis & Company (the "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 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. Mr. Moelis disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest in such interests.

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.

F9: Each share of Class B common stock is convertible into approximately 0.00055 shares of Class A common stock in certain circumstances, including when and if certain holders of Group Units elect to exchange such units for Class A common stock. Such conversions of Class B common stock may often result in conversion into less than 1 share of Class A common stock and in such case in lieu of such fractional share, the Company will pay the holder (Partner Holdings) cash equal to the Value (as defined in the Company's Amended and Restated Certificate of Incorporation) of the fractional share of Class A common stock.

F10: Upon the forfeiture or other retirement of Group Units, the Company generally will repurchase a corresponding number of shares of Class B common stock from the holder at the Value (as defined in the Company's Amended and Restated Certificate of Incorporation) of the underlying Class A common stock into which such Class B common stock is convertible. The repurchase covered by this footnote occurred following the repurchase by the Company of certain direct and indirect Group Units from other holders with the proceeds from the Company's public offering closed on November 24, 2014 and cancellation of such Group Units.

F11: Price per Class B share

F12: The coversion covered by this footnote automatically occured pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Group Units were exchanged for Class A common stock by certain selling stockholders in connection with the Company's public offering closed on November 24, 2014.