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: CRAIN ELIZABETH (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-01	Partnership Interests	$31.75	D	1026	Disposed		Class A Common stock, par value $0.01 (1026)	Indirect
2014-12-01	Partnership Intersts	$31.75	D	5488	Disposed		Class A common stock, par value $0.01 (5488)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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 Company as part of the offering. In connection with the closing of such exercise on December 1, 2014, Moelis & Company purchased such Partnership Interests from the reporting person using proceeds received from the underwriters. The transaction was approved by the Company's board of directors pursuant to Rule 16b-3.

F4: 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.

F5: 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.