Moelis & Co — Director's Dealing 2017

Aug 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2017-08-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-21	Class A Common Stock	X	5600	$38.80	Disposed	82656	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-17	2014 Incentive Restricted Stock Units	$0	A	648.21	Acquired		Class A Common Stock (648.21)	Direct
2017-08-17	2014 Incentive RSUs Granted in 2015	$0	A	1149.32	Acquired		Class A Common Stock (1149.32)	Direct
2017-08-17	2015 Incentive RSUs	$0	A	1448.91	Acquired		Class A Common Stock (1448.91)	Direct
2017-08-17	2016 Incentive RSUs	$0	A	917.32	Acquired		Class A Common Stock (917.32)	Direct
2017-08-21	MAM Incentive Restricted Stock Units (Right to Buy)	$	X	5600	Acquired		Class A Common Stock (5600)	Indirect

Footnotes

F1: Restricted Stock Unit (RSU) 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.

F2: Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on April 15, 2014 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.

F3: Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on March 2, 2015 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.

F4: Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 24, 2016 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.

F5: Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on February 23, 2017 (and dividend equivalents thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs.

F6: 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 16,800 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. On April 22, 2017, 5,600 MAM Employee RSUs vested. On August 21, 2017, MAM delivered 5,600 shares of Class A Common stock to certain MAM employees upon settlement of the 5,600 MAM Employee RSUs. The remaining MAM Employee RSUs will vest in equal installments on April 22, 2018 and April 22, 2019.

F7: 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.

F8: 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. On August 21, 2017, 5,600 MAM Employee RSUs were settled for Class A Common Stock.

F9: The first installment of 5,600 MAM Employee RSUs vested on April 22, 2017.

F10: Closing price of MC stock on August 21, 2017.

F11: Following settlement of the MAM Employee RSUs, MAM cancelled 5,600 of the MAM Employee RSUs.

F12: 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. On August 21, 2017, 5,600 MAM Employee RSUs were settled for Class A Common Stock. The MAM Employee RSUs were not granted under the Moelis & Company 2014 Omnibus Incentive Plan (the "Plan").