Moelis & Co — Director's Dealing 2016

Aug 12, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2016-08-05

Reporting Person: Callesano Christopher (SVP & Principal Acct Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.01	693	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Partnership Interests	$		Class A Common Stock, par value $0.01 (1783)		Direct
2014 Incentive Restricted Stock Units	$0		Class A Common Stock, par value $0.01 (682.58)		Direct
2014 LTI Restricted Stock Units	$0		Class A Common Stock, par value $0.01 (6825.82)		Direct
2014 Incentive RSUs Granted in 2015	$0		Class A Common Stock, par value $0.01 (1366.14)		Direct
2015 Incentive RSUs	$0		Class A Common Stock, par value $0.01 (3203.66)		Direct
IPO Options (Right to Buy)	$23.20		Class A Common Stock, par value $0.01 (7000)		Direct

Footnotes

F1: Represents partnership interests in Moelis & Company Partner Holdings LP ("Partner Holdings") which are exchangeable for Class A partnership units in Moelis & Company Group LP ("Group LP"). Each Moelis & Company Class A partnership unit is exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments) or cash, at Group LP's option.

F2: Pursuant to the Limited Partnership Agreement of Group LP (the "Partnership Agreement"), Group LP Class A partnership units held by the reporting person are exchangeable for Moelis & Company Class A common stock upon the Company periodically providing an exchange date for certain holders to exchange Group LP partnership units for Moelis & Company 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. Grant of Restricted Stock Units pursuant to the Moelis & Company 2014 Omnibus Incentive Plan.

F4: Represents the amount of 2014 Incentive RSUs granted on April 15, 2014 plus any accrued dividend equivalent RSUs less any RSUs that have vested prior to the date of Mr. Callesano's appointment. The remaining RSUs vest in equal installments on April 1, 2017 and April 1, 2018.

F5: Represents the amount of 2014 LTI Restricted Stock Units granted on April 15, 2014 plus any accrued dividend equivalent RSUs prior to the date of Mr. Callesano's appointment. The RSUs vest 25% on April 22, 2017, 25% on April 22, 2018 and 50% on April 22, 2019.

F6: Represents the amount of 2014 Incentive RSUs Granted in 2015 granted on March 2, 2015 plus any accrued dividend equivalent RSUs less any RSUs that have vested prior to the date of Mr. Callesano's appointment. The remaining RSUs vest in equal installments on February 23, 2017, February 23, 2018 and February 23, 2019.

F7: Represents the amount of 2015 Incentive RSUs granted on February 23, 2016 plus any accrued dividend equivalent RSUs prior to the date of Mr. Callesano's appointment.The RSUs vest in equal installments on February 23, 2017, February 23, 2018, February 23, 2019 and February 23, 2020.

F8: Grant of stock options pursuant to the Moelis & Company 2014 Omnibus Incentive Plan.

F9: The IPO Options vest 25% on April 22, 2017, 25% on April 22, 2018 and 50% on April 22, 2019. The IPO Options expire on April 22, 2020.