Moelis & Co — Director's Dealing 2016

Feb 12, 2016

SEC Form 4/A — Form 4/A

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2014-04-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-15	Class A Common Stock	A	16800	$25.00	Acquired	16800	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-15	MAM Incentive Restricted Stock Units (Right to Buy)	$	S	16800	Acquired		Class A Common Stock (16800)	Indirect
2014-04-15	Stock Options (Right to Buy)	$25.00	A	67345	Acquired	2020-04-22	Class A Common Stock (67345)	Indirect
2014-04-15	MAM Employee Stock Options (Right to Buy)	$25.00	S	67345	Acquired	2020-04-22	Class A Common Stock (67345)	Indirect

Footnotes

F1: Class A Common Stock held by Moelis Asset Management ("MAM"). Mr. Moelis has voting and dispositive power over the Class A Common Stock as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO of Moelis & Company (the "Company"), MAM purchased the shares from the Company in order for MAM to grant Restricted Stock Units to certain MAM employees (the "MAM Employee RSUs"). MAM purchased the Common Stock for $25.00. These transactions were approved by the Company's Board under Section 16b-3.

F2: As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased Class A Common Stock from the Company and subsequently granted the MAM Employee RSUs to certain MAM employees.

F3: Each MAM Employee RSU represents the right to receive upon settlement either, at the 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: The MAM Employee RSUs vest in equal installments on April 22, 2017, April 22, 2018 and April 22, 2019.

F5: Represents MAM Employee RSUs granted by MAM to certain MAM employees. Mr. Moelis had dispositive power over the MAM Employee RSUs as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased Class A Common Stock from the Company in order for MAM to grant MAM Employee RSUs to certain MAM employees. The MAM Employee RSUs were not granted under the Moelis & Company 2014 Omnibus Incentive Plan (the "Plan").

F6: As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased options to purchase shares of the Company's Class A common stock (the "Options") from the Company in order for MAM to grant MAM Employee Stock Options (the "MAM Employee Options") to certain MAM employees. These Options are exercisable at any time and expire on April 22, 2020.

F7: On December 2, 2014, the strike price was revised to $24.00.

F8: Represents Options held by MAM. Mr. Moelis shares dispositive power over the Options as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased the Options from the Company in order for MAM to grant MAM Employee Options to certain MAM employees. MAM purchased the Options for fair value based on a Black Scholes modeled price. The Options were not granted under the Plan. These transactions were approved by the Company's Board under Section 16b-3.

F9: As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased the Options in order for MAM to grant MAM Employee Stock Options to certain MAM employees. The MAM Employee Options vest in installments of 25% on April 22, 2017, 25% on April 22, 2018 and 50% on April 22, 2019. The MAM Employee Options expire on April 22, 2020.

F10: Represents MAM Employee Options granted by MAM to certain MAM employees. Mr. Moelis had dispositive power over the MAM Employee Options as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased The Options from the Company in order for MAM to grant MAM Employee Options to certain MAM employees. The MAM Employee Options were not granted under the Plan.