Moelis & Co — Director's Dealing 2017

Jan 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2017-01-11

Reporting Person: MAHMOODZADEGAN NAVID (Director, MD & Co-President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-11	Partnership Interests	$32.75	D	567286	Acquired		Class A Common Stock, par value $0.01 (567286)	Indirect
2017-01-11	Partnership Interests	$32.75	D	55510	Acquired		Class A Common Stock, par value $0.01 (55510)	Indirect

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 Mahmoodzadegan-Gappy Trust, of which Mr. Mahmoodzadegan is a beneficiary. Mr. Mahmoodzadegan shares voting and dispositive power over the assets of the trust.

F3: In connection with the public offering of Moelis & Company common stock (and the exercise of the underwriters' option to purchase additional shares of common stock from the Company) closed on January 11, 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: The reporting person has reimbursed the purchaser, Moelis & Company, out of this price an underwriting discount of $1.14625 per share paid by Moelis & Company to the underwriters in connection with the offering.

F6: Represents transaction by Mahmoodzadegan-Gappy 2010 Irrevocable Trust. Mr. Mahmoodzadegan may have indirect voting power and dispositive power over the assets of the trust as a result of his relationship to the trustee.