Moelis & Co — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2015-12-31

Reporting Person: MAHMOODZADEGAN NAVID (Director, MD & Co-President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-31	Partnership Interests	$	G	320317	Disposed		Class A Common stock, par value $0.01 (320317)	Indirect
2015-12-31	Partnership Interests	$	G	320317	Acquired		Class A Common stock, par value $0.01 (320317)	Indirect

Footnotes

F1: Represents transaction by Mahmoodzadegan-Gappy Annuity Trust, of which Mr. Mahmoodzadegan is a beneficiary. Mr. Mahmoodzadegan has voting and dispositive power over the assets of the trust.

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: 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 until 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 and the amendment thereto have been filed as exhibits to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014.

F4: The Mahmoodzadegan-Gappy Annuity Trust transferred the Partnership Interests as a gift without consideration to the Mahmoodzadegan-Gappy Irrevocable Trust.

F5: Represents a transaction by the Mahmoodzadegan-Gappy 2010 Irrevocable Trust. Mr. Mahmoodzadegan may have indirect voting power and dispositive power over the assets of the trust as a result of his relationship to the trustee.

F6: The Mahmoodzadegan-Gappy 2010 Irrevocable Trust received the Partnership Interests as a gift without consideration from the Mahmoodzadegan-Gappy Annuity Trust.