Moelis & Co — Director's Dealing 2017

Oct 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2017-09-30

Reporting Person: Cantor Eric (Director, MD & Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-30	Class A Common Stock	M	36.5	—	Acquired	3983.5	Direct
2017-09-30	Class A Common Stock	F	36.5	$43.05	Disposed	3947	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-30	2016 Incentive RSUs (September)	$	M	36.5	Disposed		Class A Common Stock (36.5)	Direct
2017-09-30	2017 Incentive RSUs (September)	$0	A	2337	Acquired		Class A Common Stock (2337)	Direct

Footnotes

F1: Shares of Class A Common Stock were acquired in order to settle the tax obligation due upon the vesting of 842.58 units on September 30, 2017. The grant and any net settlement were approved by the Board of Directors under Section 16b-3.

F2: The RSUs were settled for Class A common stock on September 30, 2017 in order to satisfy tax obligations.

F3: Grant of Restricted Stock Units ("RSUs") pursuant to the employment agreement between Mr. Cantor and Moelis & Company Group LP ("Group LP"), described in the Company's Form 8-K dated September 2, 2014, and the Moelis & Company 2014 Omnibus Incentive Plan.

F4: The RSUs will vest in equal installments on September 30, 2018, September 30, 2019, September 30, 2020, September 30, 2021 and September 30, 2022.

F5: If after September 30, 2019, Mr. Cantor notifies Group LP of his intent to terminate his employment to take a full-time elected or appointed position in federal government, state government, or national political party, the RSUs will continue to vest on their vesting schedule, subject to not engaging in certain detrimental activities; provided if applicable ethics rules for such position prohibit ownership of the unvested RSUs, such RSUs shall vest as of his commencement of such position.

F6: The RSUs will be forfeited if Group LP terminates Mr. Cantor for cause or if Mr. Cantor terminates his employment other than (i) for good reason or (ii) after September 30, 2019 to take a full-time elected or appointed position in federal government, state government, or a national political party.

F7: RSUs granted based on $42.78 per share of Class A common stock, which was the average closing price of the Company's common stock on the five trading days prior to September 30, 2017.

F8: Each RSU represents the right to receive upon settlement, at the Company's option, either one 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.