Sec Form 4 Filing - RAICH JEFFREY @ Moelis & Co - 2017-01-11

Insider filing report for Changes in Beneficial Ownership
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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
RAICH JEFFREY
2. Issuer Name and Ticker or Trading Symbol
Moelis & Co [ MC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
MD & Co-President
(Last) (First) (Middle)
C/O MOELIS & COMPANY, 399 PARK AVENUE, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/11/2017
(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
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 ) ( 2 ) $ 32.75 ( 5 ) 01/11/2017 M( 3 ) 301,172 ( 4 ) ( 4 ) Class A Common Stock, par value $0.01 301,172 $ 32.75 ( 5 ) 1,436,788 I by Trust ( 2 )
Partnership Interests ( 1 ) ( 6 ) $ 32.75 ( 5 ) 01/11/2017 M( 3 ) 28,540 ( 4 ) ( 4 ) Class A Common Stock, par value $0.01 28,540 $ 32.75 ( 5 ) 136,155 I by Trust ( 6 )
Partnership Interests ( 1 ) $ 32.75 ( 5 ) 01/11/2017 D( 3 ) 188 ( 4 ) ( 4 ) Class A Common Stock, par value $0.01 188 $ 32.75 ( 5 ) 902 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RAICH JEFFREY
C/O MOELIS & COMPANY
399 PARK AVENUE, 5TH FLOOR
NEW YORK, NY10022
X MD & Co-President
Signatures
/s/ Osamu Watanabe as attorney-in-fact for Jeffrey Raich 01/13/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Represents transaction by Raich Trust, of which Mr. Raich is a beneficiary. Mr. Raich shares voting and dispositive power over the assets of the trust.
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )Represents transaction by Raich 2010 Irrevocable Trust. Mr. Raich may have indirect voting power and dispositive power over the assets of the trust as a result of his relationship to the trustee.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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