Moelis & Co — Director's Dealing 2017

Aug 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2017-07-28

Reporting Person: RAICH JEFFREY (Director, MD & Co-President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-28	Partnership Interests	$41.61	M	325112	Acquired		Class A Common Stock, par value $0.01 (325112)	Indirect
2017-07-28	Partnership Interests	$41.61	M	30809	Acquired		Class A Common Stock, par value $0.01 (30809)	Indirect
2017-07-28	Partnership Interests	$41.61	D	204	Acquired		Class A Common Stock, par value $0.01 (204)	Direct

Footnotes

F1: Represents partnership interest in Moelis & Company Partner Holdings LP ("Partner Holdings") which are exchangeable for Class A partnership units in Moelis & Company Group LP ("Group LP"). Each Group LP Class A partnership unit is exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments), or cash, at Group LP's option.

F2: Represents transaction by Raich Trust, of which Mr. Raich is a beneficiary. Mr. Raich shares voting and dispositive power over the assets of the trust.

F3: In connection with the public offering of Moelis & Company common stock closed on July 28, 2017, Moelis & Company purchased such Partnership Interests from the reporting person using the proceeds of the offering. The transaction was approved by the Company's board of directors pursuant to rule 16b-3.

F4: Pursuant to Group LP's agreement of limited partnership, Group LP Class A partnership units held by the reporting person are not exchangeable for Moelis & Company Class A common stock until the expiration or waiver of certain lock-up periods, commencing on the fourth anniversary of the closing of the initial public offering of Moelis & Company Class A common stock.

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