Sec Form 4 Filing - MOELIS KENNETH @ Moelis & Co - 2014-12-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MOELIS KENNETH 2. Issuer Name and Ticker or Trading Symbol Moelis & Co [ MC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O MOELIS & COMPANY, 399 PARK AVE, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2014 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock, par value $0.01 ( 1 ) 12/01/2014 M 296,984 A 296,984 I By trust ( 1 ) Class A common stock, par value $0.01 ( 3 ) 12/01/2014 M 77,345 A 77,345 I By trust ( 3 ) Class A common stock, par value $0.01 ( 1 ) 12/01/2014 S 296,984 D $ 31.75 ( 4 ) 0 I By trust ( 1 ) Class A common stock, par value $0.01 ( 3 ) 12/01/2014 S 77,345 D $ 31.75 ( 4 ) 0 I By trust ( 3 ) Class A common stock, par value $0.01 12/01/2014 M( 10 ) 295 A 1,658 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Partnership Interests ( 1 ) ( 5 ) ( 2 ) 12/01/2014 M 296,984 ( 6 ) ( 6 ) Class A Common stock, par value $0.01 296,984 ( 2 ) 11,626,952 I By trust ( 1 ) Partnership Intersts ( 3 ) ( 5 ) ( 2 ) 12/01/2014 M 77,345 ( 6 ) ( 6 ) Class A common stock, par value $0.01 77,345 ( 2 ) 3,028,089 I By trust ( 3 ) Class B common stock, par value $0.01 ( 7 ) ( 8 ) ( 7 ) ( 8 ) 12/01/2014 D( 8 ) 252,118 ( 7 )( 8 ) ( 7 )( 8 ) Class A Common Stock, par value $0.01 139 $ 0.0179 ( 9 ) 32,155,256 D Class B Common Stock, par value $0.01 ( 7 ) ( 10 ) ( 7 ) 12/01/2014 M( 10 ) 533,714 ( 7 ) ( 7 ) Class A common stock, par value $0.01 295 ( 10 ) 31,621,542 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MOELIS KENNETH C/O MOELIS & COMPANY 399 PARK AVE, 5TH FLOOR NEW YORK, NY10022 X X Chairman and CEO Signatures /s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis 12/02/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents transaction by The Moelis Family Trust, of which Mr. Moelis is a beneficiary. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Family Trust with Mrs. Julie Moelis. ( 2 )Pursuant to the underwriting agreement for the November 24, 2014 public offering of Moelis & Company Class A common stock, the underwriters exercised their option to purchase additional shares of Class A common stock from the holder as part of the offering (the "Greenshoe"). In connection with the closing of the Greenshoe on December 1, 2014, certain of the holder's partnership interests ("Partnership Interests") in Moelis & Company Partner Holdings LP ("Partner Holdings") were exchanged for an equal number of Class A partnership units ("Group Units") in Moelis & Company Group LP ("Group LP") and the Group Units were exchanged for an equal number of shares of Moelis & Company Class A common stock. The exchanges were approved by the Company's board of directors under Rule 16b-3. ( 3 )Represents transaction by The Moelis Irrevocable Trust, of which Mr. Moelis's children are the primary beneficiaries. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Irrevocable Trust with Mrs. Julie Moelis. Mr. Moelis does not have a pecuniary interest in these shares. Mr. Moelis disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest in such interests. ( 4 )From this price, the holder paid an underwriting discount of $1.349375 per share to the underwriters in connection with the offering. ( 5 )Partnership Interests are exchangeable for an equal number of Group Units. Each Group Unit is exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments) or cash, at Group LP's option. ( 6 )Pursuant to Group LP's agreement of limited partnership, Group Units held by the reporting person are not exchangeable for Moelis & Company Class A common stock until the expiration or waiver of certain lockup periods, commencing on the fourth anniversary of the closing of the initial public offering of Moelis & Company Class A common stock. The form of Group LP's agreement of limited partnership has been filed as an exhibit to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014. ( 7 )Each share of Class B common stock is convertible into approximately 0.00055 shares of Class A common stock in certain circumstances, including when and if certain holders of Group Units elect to exchange such units for 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, the Company will pay the holder (Partner Holdings) 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. ( 8 )Upon the forfeiture or other retirement of Group Units, the 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 repurchase covered by this footnote occurred following the repurchase by the Company of certain direct and indirect Group Units from other holders with the proceeds from the Greenshoe closed on December 1, 2014 and cancellation of such Group Units. ( 9 )Price per Class B share ( 10 )The coversion covered by this footnote automatically occured pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Group Units were ex changed for Class A common stock by certain selling stockholders in connection with the closing of the Greenshoe on December 1, 2014.

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