Moelis & Co — Director's Dealing 2015

Jul 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2015-06-30

Reporting Person: Cantor Eric (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-30	Restricted Stock Units	$0.00	A	3428	Acquired		Class A Common Stock (3428)	Direct

Footnotes

F1: Grant of Restricted Stock Units ("RSUs") pursuant to the employment agreement between Mr. Cantor and Moelis & Company Group LP ("Group LP"), described in the Company's Form 8-K dated September 2, 2014, and the Moelis & Company 2014 Omnibus Incentive Plan.

F2: The RSUs will vest in equal installments on June 30, 2018, June 30, 2019 and June 30, 2020.

F3: If after June 30, 2017, Mr. Cantor notifies Group LP of his intent to terminate his employment to take a full-time elected or appointed position in federal government, state government, or national political party, the RSUs will continue to vest on their vesting schedule, subject to not engaging in certain detrimental activities; provided if applicable ethics rules for such position prohibit ownership of the unvested RSUs, such RSUs shall vest as of his commencement of such position.

F4: The RSUs will be forfeited if Group LP terminates Mr. Cantor for cause or if Mr. Cantor terminates his employment other than (i) for good reason or (ii) after June 30, 2017 to take a full-time elected or appointed position in federal government, state government, or a national political party.

F5: RSUs granted based on $29.164 per share of Class A common stock, which was the average closing price of the Company's common stock on the five trading days prior to June 30, 2015.

F6: Each RSU represents the right to receive upon settlement, at the Company's option, either one share of Class A common stock or an amount of cash equal to the fair market value of such share.