Sec Form 4 Filing - MOELIS KENNETH @ Moelis & Co - 2020-02-06

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) 02/06/2020 (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 Partnership Interests ( 1 ) ( 2 ) ( 1 ) 02/06/2020 J( 2 ) 1,007,567 ( 3 ) ( 4 ) ( 4 ) Class A Common Stock, par value $0.01 1,007,567 $ 39.95 ( 5 ) 0 I by Trust ( 6 ) Partnership Interests ( 1 ) ( 2 ) ( 1 ) 02/06/2020 J( 2 ) 1,007,567 ( 7 ) ( 4 ) ( 4 ) Class A Common Stock, par value $0.01 1,007,567 $ 39.95 ( 5 ) 4,876,314 I by Trust ( 8 )

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 02/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents partnership interests in Moelis & Company Partner Holdings LP ("Partner Holdings") which are exchangeable for Class A partnership units in Moelis & Company Group LP ("Group LP"). Each Group LP Class A partnership unit is exchangeable for a share of Moelis & Company Class A common stock (subject to customary adjustments), or cash, at Group LP's option. ( 2 )In connection with personal estate planning, The Moelis Family Irrevocable Trust transferred 1,007,567 units of Partner Holdings to The Moelis Family Trust. Before this transaction, The Moelis Family Trust held 3,868,747 units of Partner Holdings. Following this transaction, the Moelis Family Trust holds 4,876,314 units of Partner Holdings. This transaction has no impact on Mr. Moelis's voting control of approximately 68% of Moelis & Company (the "Company") and does not reduce Mr. Moelis's economic interest in the Company. ( 3 )The Moelis Family Irrevocable Trust transferred 1,007,567 units of Partner Holdings to The Moelis Family Trust. ( 4 )Pursuant to Group LP's agreement of limited partnership, Group LP Class A partnership units held by the reporting person are not exchangeable for Moelis & Company Class A common stock until the expiration or waiver of certain lock-up periods, commencing on the fourth anniversary of the closing of the initial public offering of Moelis & Company Class A common stock. ( 5 )Closing price of Moelis & Company Class A Common Stock, par value $0.01, on February 6, 2020. The total consideration received by The Moelis Family Irrevocable Trust in consideration for the Partner Holdings units was $40,252,302, which consisted of a combination of cash and publicly traded securities of issuers unrelated to the Company. The value of such publicly traded securities was established using the public market price at the time of the transfer. ( 6 )Represents a transaction by The Moelis Family Irrevocable Trust. Mr. Moelis's children are the primary beneficiaries of The Moelis Family Irrevocable Trust. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Family Irrevocable Trust with Mrs. Julie Moelis. Mr. Moelis does not have a pecuniary interest in the Partner Holdings interests. Mr. Moelis disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest in such interests. ( 7 )The Moelis Family Trust acquired 1,007,567 units of Partner Holdings from The Moelis Family Irrevocable Trust. ( 8 )Represents a transaction by the Moelis Family Trust. Mr. Moelis is a beneficiary of The Moelis Family Trust. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Family Trust with Mrs. Julie Moelis.

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

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