Sec Form 4 Filing - MOELIS KENNETH @ 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 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) 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 32,504.431 A 137,657.431 D Class A Common Stock 04/26/2017 D 0.431 ( 2 ) D $ 16.42 ( 3 ) 137,657 D Class A Common Stock 04/26/2017 S 32,504 D $ 38.12 105,153 D Class A Common Stock 04/26/2017 M( 9 ) 30 A 105,183 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 32,504.431 ( 4 ) ( 4 ) Class A Common Stock 32,504.431 $ 0 65,018.6141 D Class B Common Stock, par value $0.01 ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) 04/26/2017 M( 9 ) 54,678 ( 5 )( 6 )( 7 )( 8 ) ( 5 )( 6 )( 7 )( 8 ) Class A Common Stock 30 $ 0.0209 ( 10 ) 25,726,639 I by Partnership

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 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 )Each share of Moelis & Company (the "Company") Class B common stock is convertible into approximately 0.00055 shares of Moelis & Company Class A common stock in certain circumstances, including when and if certain holders of Moelis & Company Group LP ("Group LP") Class A partnership units elect to exchange such units for Moelis & Company 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, Moelis & Company will pay the holder (Moelis & Company Partner Holdings LP) 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. ( 6 )In addition, upon the forfeiture or other retirement of Group LP Class A partnership units, Moelis & 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 transactions reported on this Form 4 are repurchases as described in this Footnote (5). ( 7 )The transactions reported in this Form 4 were approved by the issuer's Board of Directors pursuant to Exchange Act Rule 16b-3. ( 8 )Conversions and repurchase transactions referred to in Footnotes (5) and (6) are expected to occur on a regular, periodic basis. ( 9 )The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation on April 26, 2017 when certain Class A partnership units in Moelis & Company Group LP ("Group Units") were exchanged by the holders thereof for the Company's Class A common stock. ( 10 )Price per Class B share.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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