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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-26	Class A Common Stock	M	24378.3232	—	Acquired	24378.3232	Direct
2017-04-26	Class A Common Stock	D	.3232	$12.32	Disposed	24378	Direct
2017-04-26	Class A Common Stock	S	24378	$38.12	Disposed	0	Direct
2017-04-27	Class A Common Stock	M	6967	$21.95	Acquired	6967	Direct
2017-04-27	Class A Common Stock	S	6967	$38.55	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-26	2014 Incentive Restricted Stock Units	$	M	24378.3232	Disposed		Class A Common Stock (24378.3232)	Direct
2017-04-27	Top Up Options (Right to Buy)	$21.95	M	6967	Disposed		Class A Common Stock (6967)	Direct

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

F6: 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.

F7: The Top Up Options vest in installments of 6,967 shares on April 22, 2017, 6,967 shares on April 22, 2018, and 13,934 shares on April 22, 2019. The Top Up Options expire on April 22, 2020.