Sec Form 4 Filing - MOELIS KENNETH @ Moelis & Co - 2019-05-01

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, CEO (Last) (First) (Middle) C/O MOELIS & COMPANY, 399 PARK AVENUE, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2019 (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 05/01/2019 M 169,415.36 A 171,426.36 D Class A Common Stock 05/01/2019 D 2.359 ( 2 ) D $ 88.48 ( 3 ) 171,424 D Class A Common Stock 05/01/2019 S 84,708 D $ 37.5 86,716 D Class A Common Stock 05/01/2019 M( 4 ) 34 A 86,750 D Class A Common Stock ( 5 ) 05/01/2019 X 5,600 D $ 37.5 ( 3 ) 0 I By Partnership ( 5 )

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 Exercisabl e 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 ( 6 ) ( 6 ) 05/01/2019 M 39,162.676 ( 6 ) ( 6 ) Class A Common Stock 39,162.676 $ 0 0 D 2014 Incentive RSUs Granted in 2015 ( 6 ) ( 6 ) 05/01/2019 M 46,285.838 ( 6 ) ( 6 ) Class A Common Stock 46,285.838 $ 0 46,285.838 D 2015 Incentive Restricted Stock Units ( 6 ) ( 6 ) 05/01/2019 M 43,763.115 ( 6 ) ( 6 ) Class A Common Stock 43,763.115 $ 0 87,526.23 D 2016 Incentive Restricted Stock Units ( 6 ) ( 6 ) 05/01/2019 M 22,165.383 ( 6 ) ( 6 ) Class A Common Stock 22,165.383 $ 0 66,496.15 D 2017 Incentive Restricted Stock Units ( 6 ) ( 6 ) 05/01/2019 M 18,038.347 ( 6 ) ( 6 ) Class A Common Stock 18,038.347 $ 0 72,155.673 D Class B Common Stock, par value $0.01 ( 4 ) ( 7 ) ( 7 ) 05/01/2019 M( 4 ) 61,936 ( 7 ) ( 7 ) Class A Common Stock, par value $0.01 34 ( 4 ) 10,431,422 D MAM Incentive Restricted Stock Units (Right to Buy) ( 8 ) ( 9 ) 05/01/2019 X 5,600 ( 10 ) ( 10 ) Class A Common Stock 5,600 $ 37.5 ( 3 ) 0 ( 11 ) I By Partnership ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MOELIS KENNETH C/O MOELIS & COMPANY 399 PARK AVENUE, 5TH FLOOR NEW YORK, NY10022 X X Chairman, CEO Signatures /s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis 05/03/2019 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 $37.50. ( 4 )The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Moelis & Company Group LP Units ("Group Units") were exchanged for Class A common stock by certain selling stockholders in connection with the Company's public offering closed on April 21, 2014. ( 5 )Class A Common Stock held by Moelis Asset Management ("MAM"). Mr. Moelis has voting and dispositive power over the Class A Common Stock as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO of Moelis & Company (the "Company"), MAM purchased 16,800 shares from the Company in order for MAM to grant Restricted Stock Units to certain MAM employees (the "MAM Employee RSUs"). MAM purchased the Common Stock for $25.00. These transactions were approved by the Company's Board under Section 16b-3. On April 1, 2019, 5,600 MAM Employee RSUs vested. On May 1, 2019, MAM delivered 5,600 shares of Class A Common Stock to certain MAM employees upon settlement of the 5,600 MAM Employee RSUs. There are no remaining MAM Employee RSUs. ( 6 )The RSUs were settled for Class A common stock on May 1, 2019. ( 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 )As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased Class A common stock from the Company and subsequently granted the MAM Employee RSUs to certain MAM employees. ( 9 )Each MAM Employee RSU represents the right to receive upon settlement either, at the Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share. On May 1, 2019, 5,600 MAM Employee RSUs were settled for Class A Common Stock. ( 10 )The third installment of 5,600 MAM Employee RSUs vested on April 1, 2019. ( 11 )Following settlement of the MAM Employee RSUs, MAM cancelled 5,600 of the MAM Employee RSUs. ( 12 )Represents MAM Employee RSUs granted by MAM to certain MAM employees. Mr. Moelis had dispositive power over the MAM Employee RSUs as a result of his controlling interest in MAM. As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased Class A Common Stock from the Company in order for MAM to grant MAM Employee RSUs to certain MAM employees. On May 1, 2019, 5,600 MAM Employee RSUs were settled for Class A Common Stock. The MAM Employee RSUs were not granted under the Moelis & Company 2014 Omnibus Incentive Plan (the "Plan").

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