Moelis & Co — Director's Dealing 2017

Feb 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Moelis & Co (MC)
CIK: 0001596967
Period of Report: 2017-02-22

Reporting Person: WATANABE OSAMU R. (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-22	Class A Common Stock	A	3466.3269	—	Acquired	3597.3269	Direct
2017-02-22	Class A Common Stock	D	.3269	$12.09	Disposed	3597	Direct
2017-02-22	Class A Common Stock	S	3466	$36.99	Disposed	131	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-22	2015 Incentive RSUs	$	M	3466.3269	Disposed		Class A Common Stock (3466.3269)	Direct
2017-02-23	2016 Incentive RSUs	$	A	11885	Acquired		Class A Common Stock (11885)	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 $36.99.

F4: The RSUs were settled for Class A common stock on February 22, 2017.

F5: Each 2016 Incentive RSU represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount in cash equal to the fair market value of such share. Grant of Restricted Stock Units pursuant to the Moelis & Company 2014 Omnibus Incentive Plan.

F6: The 2016 Incentive Restricted Stock Units vest in equal installments on February 23, 2018, February 23, 2019, February 23, 2020, February 23, 2021, and February 23, 2022.