Moelis & Co — Director's Dealing 2017

May 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2017-05-09

Reporting Person: SIMON JOSEPH (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Class A Common Stock	M	1263	$21.95	Acquired	1263	Direct
2017-05-09	Class A Common Stock	S	1263	$38.400	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Top Up Options (Right to Buy)	$21.95	M	1263	Disposed		Class A Common Stock (1263)	Direct

Footnotes

F1: Grant of stock options pursuant to the Moelis & Company 2014 Omnibus Plan.

F2: The Top Up Options were originally issued at $25.00. Moelis & Company (the "Company") paid a special dividend of $1.00 per share of common stock to holders of record as of November 10, 2014 on November 24, 2014; a second special dividend of $0.80 per share of common stock to holders of record as of February 19, 2016 on March 4, 2016 and a third special dividend of $1.25 per share of common stock to holders of record as of December 23, 2016 on January 5, 2017. In connection with the declaration of each special dividend and as required under Section 5 of the Company's 2014 Omnibus Incentive Plan, the Compensation Committee of the Company's Board of Directors equitably reduced the exercise price of the Company's outstanding options to purchase common stock by the amount of each special dividend for an aggregate reduction of $3.05 from $25.00 per share to $21.95 per share. Such options are held by certain current and former employees of the Company, including officers and directors.

F3: The Top Up Options vest in installments of 1,263 shares on April 22, 2017, 1,263 shares on April 22, 2018, and 2,528 shares on April 22, 2019. The Top Up Options expire on April 22, 2020.