Moelis & Co — Director's Dealing 2015

Aug 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2015-08-21

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-21	Class B common stock, par value $0.01	$	D	112	Disposed		Class A Common Stock (0)	Indirect

Footnotes

F1: Each share of Moelis & Company (the "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 Moelis & Company Group LP ("Group LP") Class A partnership 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, Moelis & 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.

F2: In addition, upon the forfeiture or other retirement of Group LP Class A partnership units, Moelis & Company generally will repurchase a corresponding number of shares of Class B common stock from the holder at the Value (as defined in the Company's Amended and Restated Certificate of Incorporation) of the underlying Class A common stock into which such Class B common stock is convertible. The transactions reported on this Form 4 are repurchases as described in this Footnote (2).

F3: The transactions reported in this Form 4 were approved by the issuer's Board of Directors pursuant to Exchange Act Rule 16b-3.

F4: Conversions and repurchase transactions referred to in Footnotes (1) and (2) are expected to occur on a regular, periodic basis.

F5: Price per Class B share.