Sec Form 4 Filing - CRAIN ELIZABETH @ 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 CRAIN ELIZABETH 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) Chief Operating Officer (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 33,942.595 A 33,942.595 D Class A Common Stock 05/01/2019 D 2.595 ( 2 ) D $ 97.34 ( 3 ) 33,940 D Class A Common Stock 05/01/2019 S 16,971 D $ 37.5 16,969 D Class A Common Stock ( 4 ) 05/01/2019 M 698 A 698 I By Trust ( 4 )

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. O wnership 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 9,987.422 ( 6 ) ( 6 ) Class A Common Stock 9,987.422 $ 0 0 D 2014 Incentive RSUs Granted in 2015 ( 6 ) ( 6 ) 05/01/2019 M 8,600.815 ( 6 ) ( 6 ) Class A Common Stock 8,600.815 $ 0 8,600.815 D 2015 Incentive RSUs ( 6 ) ( 6 ) 05/01/2019 M 6,510.302 ( 6 ) ( 6 ) Class A Common Stock 6,510.302 $ 0 13,023.213 D 2016 Incentive RSUs ( 6 ) ( 6 ) 05/01/2019 M 4,497.535 ( 6 ) ( 6 ) Class A Common Stock 4,497.535 $ 0 13,492.606 D 2017 Incentive RSUs ( 6 ) ( 6 ) 05/01/2019 M 4,346.521 ( 6 ) ( 6 ) Class A Common Stock 4,346.521 $ 0 17,386.084 D Partnership Interests ( 7 ) ( 5 ) 05/01/2019 M 698 ( 8 ) ( 8 ) Class A Common Stock, par value $0.01 698 ( 5 ) 12,455 I By Trust ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CRAIN ELIZABETH C/O MOELIS & COMPANY 399 PARK AVENUE, 5TH FLOOR NEW YORK, NY10022 X Chief Operating Officer Signatures /s/ Osamu Watanabe as attorney-in-fact for Elizabeth Crain 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 )Represents transactions by Trust U/Article Second (B) of the Elizabeth A. Crain GRAT U/A 9-3--2010. Ms. Crain may have indirect voting power and dispositive power over the assets of the trust as a result of her relationship to the trustee. ( 5 )On May 1, 2019 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. ( 6 )The RSUs were settled for Class A common stock on May 1, 2019. ( 7 )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. ( 8 )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.

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