Moelis & Co — Director's Dealing 2015

Jun 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2015-06-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-08	Class A common stock, par value $0.01	M	118	—	Acquired	1776	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-08	Class B common stock, par value $0.01	$	M	213569	Disposed		Class A Common Stock (118)	Direct
2015-06-09	2014 Incentive Restricted Stock Units	$0	A	561.54	Acquired		Class A Common Stock (561.54)	Direct
2015-06-09	2014 Incentive RSUs Granted in 2015	$0	A	663.80	Acquired		Class A Common Stock (663.80)	Direct

Footnotes

F1: The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation on June 8, 2015 when certain Class A partnership units in Moelis & Company Group LP ("Group Units") were exchanged by the holders thereof for the Company's Class A common stock.

F2: 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 (Moelis & Company Partner Holdings LP) 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.

F3: 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.

F4: 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.

F5: Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on March 2, 2015. The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.