Moelis & Co — Director's Dealing 2017

Apr 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2017-04-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-26	Class A Common Stock	M	32504.4310	—	Acquired	137657.4310	Direct
2017-04-26	Class A Common Stock	D	0.4310	$16.42	Disposed	137657	Direct
2017-04-26	Class A Common Stock	S	32504	$38.12	Disposed	105153	Direct
2017-04-26	Class A Common Stock	M	30	—	Acquired	105183	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-26	2014 Incentive Restricted Stock Units	$	M	32504.4310	Disposed		Class A Common Stock (32504.4310)	Direct
2017-04-26	Class B Common Stock, par value $0.01	$	M	54678	Disposed		Class A Common Stock (30)	Indirect

Footnotes

F1: Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).

F2: Pursuant to the terms of the RSUs, fractional shares were settled in cash.

F3: Based on the price per share of Class A common stock of $38.12.

F4: The RSUs were settled for Class A common stock on April 26, 2017.

F5: Each share of Moelis & Company (the "Company") Class B common stock is convertible into approximately 0.00055 shares of Moelis & Company Class A common stock in certain circumstances, including when and if certain holders of Moelis & Company Group LP ("Group LP") Class A partnership units elect to exchange such units for Moelis & Company 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, Moelis & 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.

F6: 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 Certificate 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 as described in this Footnote (5).

F7: The transactions reported in this Form 4 were approved by the issuer's Board of Directors pursuant to Exchange Act Rule 16b-3.

F8: Conversions and repurchase transactions referred to in Footnotes (5) and (6) are expected to occur on a regular, periodic basis.

F9: The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation on April 26, 2017 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.

F10: Price per Class B share.