Moelis & Co — Director's Dealing 2015

Nov 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2015-11-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-20	Class A common stock, par value $0.01	M	86456	—	Acquired	86456	Indirect
2015-11-20	Class A common stock, par value $0.01	M	48	—	Acquired	1848	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-20	Partnership Interests	$	P	86456	Acquired		Class A common stock, par value $0.01 (86456)	Indirect
2015-11-20	Partnership Interests	$	M	86456	Disposed		Class A common stock, par value $0.01 (86456)	Indirect
2015-11-20	Class B common stock, par value $0.01	$	M	86456	Disposed		Class A Common stock, par value $0.01 (48)	Indirect
2015-11-20	Class B Common Stock, par value $0.01	$	D	43037	Disposed		Class A common stock, par value $0.01 (24)	Indirect

Footnotes

F1: Moelis Asset Management LP ("MAM") received Partnership Interests in Moelis & Company Partner Holdings LP ("Partner Holdings") as consideration in connection with the separation of the Moelis Capital Partners investment team to NexPhase Capital ("Separation Transaction"). In connection with the Separation Transaction, MAM exchanged the Partnership Interests 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 (the "Company") Class A common stock. These transactions were approved by the Company's board of directors under Rule 16b-3.

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: MAM received Partnership Interests in Partner Holdings as consideration in connection with the Separation Transaction. Mr. Moelis shares voting and dispositive power over the Partnership Interests as a result of his controlling interest in MAM.

F4: The conversion covered by this footnote automatically occurred pursuant to the terms of the company's Amended and Restated Certificate of Incorporation on November 20, 2015 when Group Units were exchanged by the holders thereof for the Company's Class A Common stock.

F5: MAM received the Partnership Interests in Partner Holdings as consideration in connection with the Separation Transaction.

F6: 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 unit 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.

F7: Price paid per corresponding unit to the Class A common stock.

F8: Each share of the Moelis & Company Class B common stock is convertible into approximately 0.00055 shares of Moelis & Company Class A common stock in certain circumstances, including when and if certain holders of Group Units elect to exchange such units for Moelis & Company 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 Company's Amended and Restated Certificate of Incorporation) of the fractional share of Class A common stock.

F9: This transaction was approved the Issuer's Board of Directors pursuant to the Exchange Act Rule 16b-3.

F10: In addition, 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 Company's Amended and Restated Certificate of Incorporation) of the underlying Class A common stock into which such Class B common stock is convertible. This transaction is a repurchase as described in this Footnote (10).

F11: Conversion and repurchase transactions referred to in Footnotes (8) and (9) are expected to occur on a regular, periodic basis.

F12: Price per Class B Share.