Sec Form 4 Filing - Cantor Eric @ Moelis & Co - 2019-09-27

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 Cantor Eric 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) Vice Chairman, MD (Last) (First) (Middle) C/O MOELIS & COMPANY, 399 PARK AVENUE, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/27/2019 (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

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 Restricted Stock Units $ 0 ( 1 ) 09/27/2019 A 215.91 ( 2 ) ( 2 ) Class A Common Stock 215.91 $ 0 14,276.19 D 2015 Incentive RSUs Granted in 2015 (Quarterly Awards) $ 0 ( 1 ) 09/27/2019 A 150.57 ( 3 ) ( 3 ) Class A Common Stock 150.57 $ 0 9,955.98 D 2015 Incentive RSUs $ 0 ( 1 ) 09/27/2019 A 166.34 ( 4 ) ( 4 ) Class A Common Stock 166.34 $ 0 10,998.73 D 2016 Incentive RSUs Granted in 2016 (Quarterly Awards) $ 0 ( 1 ) 09/27/2019 A 142.36 ( 5 ) ( 5 ) Class A Common Stock 142.36 $ 0 9,412.97 D 2016 Incentive RSUs $ 0 ( 1 ) 09/27/2019 A 150.19 ( 6 ) ( 6 ) Class A Common Stock 150.19 $ 0 9,930.53 D 2017 Incentive RSUs Granted in 2017 (Quarterly Awards) $ 0 ( 1 ) 09/27/2019 A 121.03 ( 7 ) ( 7 ) Class A Common Stock 121.03 $ 0 8,002.38 D 2017 Incentive RSUs $ 0 ( 1 ) 09/27/2019 A 325.16 ( 8 ) ( 8 ) Class A Common Stock 325.16 $ 0 21,499.43 D 2017 Restricted Stock Unit Award for MD $ 0 ( 1 ) 09/27/2019 A 302.44 ( 9 ) ( 9 ) Class A Common Stock 302.44 $ 0 19,997.21 D 2017 Long Term Incentive Award $ 0 ( 1 ) 09/27/2019 A 169.33 ( 8 ) ( 8 ) Class A Common Stock 169.33 $ 0 11,196.42 D 2018 Incentive RSUs Granted in 2018 (Quarterly Awards) $ 0 ( 1 ) 09/27/2019 A 127.43 ( 10 ) ( 10 ) Class A Common Stock 127.43 $ 0 8,425.34 D 2018 Incentive RSUs $ 0 ( 1 ) 09/27/2019 A 590.66 ( 11 ) ( 11 ) Class A Common Stock 590.66 $ 0 39,054.13 D 2019 Incentive RSUs Granted in 2019 (Quarterly Awards) $ 0 ( 1 ) 09/27/2019 A 82.06 ( 12 ) ( 12 ) Class A Common Stock 82.06 $ 0 5,425.74 D 2019 Incentive RSUs (September) $ 0 ( 13 ) ( 14 ) 09/30/2019 A 3,064 ( 13 )( 15 )( 16 ) ( 17 ) Class A Common Stock 3,064 ( 18 ) $ 0 ( 13 ) ( 14 ) 3,064 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cantor Eric C/O MOELIS & COMPANY 399 PARK AVENUE, 5TH FLOOR NEW YORK, NY10022 X Vice Chairman, MD Signatures /s/ Osamu Watanabe as attorney-in-fact for Eric Cantor 10/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share. ( 2 )RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 1, 2014 (and dividend equivalents issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs. ( 3 )RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued quarterly in 2015 as follows: (1) 23.95 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on April 3, 2015 (and dividend equivalents thereon), (2) 24.74 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on June 30, 2015 (and dividend equivalents thereon), (3) 52.80 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 30, 2015 (and dividend equivalents thereon) and (4) 49.08 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on December 31, 2015 (and dividend equivalents thereon). In all cases, the dividend equivalent RSUs will vest concurrently with the vesting of the respective unvested underlying RSUs. ( 4 )RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on February 24, 2016 (and dividend equivalents subsequently issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs. ( 5 )RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued quarterly in 2016 as follows: (1) 29.45 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on March 31, 2016 (and dividend equivalents subsequently issued thereon), (2) 34.05 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on June 30, 2016 (and dividend equivalents subsequently issued thereon), (3) 45.42 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 30, 2016 (and dividend equivalents subsequently issued thereon), and (4) 33.44 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on December 30, 2016 (and dividend equivalents subsequently issued thereon). In all cases, the dividend equivalent RSUs will vest concurrently with the vesting of the respective unvested underlying RSUs. ( 6 )RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on February 23, 2017 (and dividend equivalents subsequently issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs. ( 7 )RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued quarterly in 2017 as follows: (1) 30.24 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on March 31, 2017 (and dividend equivalents thereon), (2) 28.32 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued June 30, 2017 (and dividend equivalents thereon) and (3) 33.56 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 30, 2017 (and dividend equivalents thereon), and (4) 28.91 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on December 29, 2017. In all cases, the dividend equivalent RSUs will vest concurrently with the vesting of the respective unvested underlying RSUs. ( 8 )RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on February 15, 2018 (and dividend equivalents issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs. ( 9 )RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on March 31, 2017 (and dividend equivalents subsequently issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs. ( 10 )RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued quarterly in 2018 as follows: (1) 27.67 RSUs were issued as dividend equivalents on holder's unvested underling RSUs issued on March 29, 2018 (and dividend equivalents thereon), (2) 22.80 RSUs were issued as dividend equivalents on holder's unvested underling RSUs issued on June 29, 2018 (and dividend equivalents thereon) (3) 29.06 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 28, 2018 and (4) 47.90 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on December 31, 2018. In all cases, the dividend equivalent RSUs will vest concurrently with the vesting of the respective unvested underlying RSUs. ( 11 )RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on February 14, 2019 (and dividend equivalents issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs. ( 12 )RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued quarterly in 2019 as follows: (1) 37.45 RSUs were issued as dividend equivalents on holder's unvested underling RSUs issued on March 29, 2019 (and dividend equivalents thereon), (2) 44.61 RSUs were issued as dividend equivalents on holder's unvested underling RSUs issued on June 28, 2019 (and dividend equivalents thereon). ( 13 )Grant of Restricted Stock Units ("RSUs") on terms consistent with the employment agreement between Mr. Cantor and Moelis & Company Group LP ("Group LP"), described in the Company's Form 8-K dated September 2, 2014, and the Moelis & Company 2014 Omnibus Incentive Plan. ( 14 )Each RSU represents the right to receive upon settlement, at the Company's option, either one share of Class A common stock or an amount of cash equal to the fair market value of such share. Grant of Restricted Stock Units pursuant to the Moelis & Company 2014 Omnibus Incentive Plan. ( 15 )The RSUs will vest in equal installments on September 30, 2020, September 30, 2021, September 30, 2022, September 30, 2023 and September 30, 2024. ( 16 )If after September 30, 2021, Mr. Cantor notifies Group LP of his intent to terminate his employment to take a full-time elected or appointed position in federal government, state government, or national political party, the RSUs will continue to vest on their vesting schedule, subject to not engaging in certain detrimental activities; provided if applicable ethics rules for such position prohibit ownership of the unvested RSUs, such RSUs shall vest as of his commencement of such position. ( 17 )The RSUs will be forfeited if Group LP terminates Mr. Cantor for cause or if Mr. Cantor terminates his employment other than (i) for good reason or (ii) after September 30, 2021 to take a full-time elected or appointed position in federal government, state government, or a national political party. ( 18 )RSUs granted based on $32.63 per share of Class A common stock, which was the average closing price of the Company's common stock on the five trading days prior to September 30, 2019.

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