Moelis & Co — Director's Dealing 2015

Nov 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2015-11-16

Reporting Person: LEAMAN J RICHARD III (Director, MD & Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-16	Partnership Interests	$	G	85718	Disposed		Class A Common stock, par value $0.01 (85718)	Indirect
2015-11-16	Partnership Interests	$	G	85718	Acquired		Class A Common stock, par value $0.01 (85718)	Indirect

Footnotes

F1: Represents transaction by J. Richard Leaman III 2010 Grantor Retained Annuity Trust, of which Mr. Leaman is a beneficiary. Mr. Leaman has voting and dispositive power over the assets of the trust.

F2: 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.

F3: 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 and the amendment thereto have been filed as exhibits to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014.

F4: The J. Richard Leaman III 2010 Grantor Retained Annuity Trust transferred the Partnership Interests as a gift without consideration to the Family Trust Created Under the J. Richard Leaman III 2010 Grantor Retained Annuity Trust.

F5: Represents a transaction by the Family Trust Created Under the J. Richard Leaman III 2010 Grantor Retained Annuity Trust. Mr. Leaman may have indirect voting and dispositive power over the assets of the trust as a result of his relationship to the trustee.

F6: Family Trust Created Under the J. Richard Leaman III 2010 Grantor Retained Annuity Trust received the Partnership Interests as a gift without consideration from the J. Richard Leaman III 2010 Grantor Retained Annuity Trust.