Sec Form 4 Filing - RAICH JEFFREY @ Moelis & Co - 2017-04-26

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) 04/26/2017 (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 Class A Common Stock 04/26/2017 M 24,378.3232 A 24,378.3232 D Class A Common Stock 04/26/2017 D 0.3232 ( 2 ) D $ 12.32 ( 3 ) 24,378 D Class A Common Stock 04/26/2017 S 24,378 D $ 38.12 0 D Class A Common Stock 04/27/2017 M 6,967 A $ 21.95 6,967 D Class A Common Stock 04/27/2017 S 6,967 D $ 38.55 0 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 2014 Incentive Restricted Stock Units ( 4 ) ( 4 ) 04/26/2017 M 24,378.3232 ( 4 ) ( 4 ) Class A Common Stock 24,378.3232 $ 0 48,763.9605 D Top Up Options (Right to Buy) ( 5 ) $ 21.95 ( 6 ) 04/27/2017 M 6,967 ( 7 ) ( 7 ) Class A Common Stock 6,967 $ 0 20,901 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 04/28/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs). ( 2 )Pursuant to the terms of the RSUs, fractional shares were settled in cash. ( 3 )Based on the price per share of Class A common stock of $38.12. ( 4 )The RSUs were settled for Class A common stock on April 26, 2017. ( 5 )Grant of stock options pursuant to the Moelis & Company 2014 Omnibus Plan. ( 6 )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. ( 7 )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.

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