Moelis & Co — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2016-05-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-23	Class A common stock, par value $0.01	M	49	—	Acquired	1897	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-19	Class B common stock, par value $0.01	$	D	134	Disposed		Class A Common Stock (0)	Indirect
2016-05-23	Class B common stock, par value $0.01	$	M	88911	Disposed		Class A Common Stock (49)	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 May 23, 2016 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: This excludes 103,256 shares of Class A common stock held by Moelis Asset Management LP. Mr. Moelis controls Moelis Asset Management LP.

F3: 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.

F4: 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 Certificated 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 described in this Footnote (3).

F5: The transactions reported in this Form 4 were approved by the issuer's Board of Directors pursuant to the Exchange Act Rule 16b-3.

F6: Conversions and repurchase transactions referred to in Footnotes (3) and (4) are expected to occur on a regular, periodic basis.

F7: Price per Class B share.