Sec Form 4 Filing - MOELIS KENNETH @ Moelis & Co - 2020-02-14

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) 02/14/2020 (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 Class A Common Stock ( 1 ) 02/14/2020 M 6,000 A $ 15.95 6,000 I By Partnership ( 2 ) Class A Common Stock ( 1 ) 02/14/2020 X 6,000 D $ 15.95 0 I By Partnership ( 2 )

Stock Options (Right to Buy) ( 3 ) 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 $ 15.95 ( 4 ) 02/14/2020 M( 5 ) 6,000 ( 3 ) 04/22/2020 Class A Common Stock 6,000 $ 0 0 I By Partnership ( 6 ) MAM Employee Stock Options (Obligation to Sell) ( 3 ) $ 15.95 ( 4 ) 02/14/2020 X( 7 ) 6,000 ( 3 ) 04/22/2020 Class A Common Stock 6,000 $ 0 0 I By Partnership ( 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 02/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Class A Common Stock of Moelis & Company (the "Company") held by Moelis Asset Management ("MAM") upon exercise of certain Options (as defined in footnote 2 below). Certain MAM employees have exercised a portion of the MAM Employee Options (as defined in footnote 2 below) granted to such MAM employees by MAM at the time of the Company's IPO (see footnote 2 below). As a result, MAM has simultaneously exercised the same number of Options it purchased from the Company at the time of the IPO in order to fulfill its obligations to the MAM employees under the MAM Employee Options. Mr. Moelis has voting and dispositive power over the Class A Common Stock as a result of his controlling interest in MAM. ( 2 )Represents Class A Common Stock held by MAM. Mr. Moelis shares 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 Company's IPO, MAM purchased options to purchase shares of the Company's Class A common stock (the "Options") from the Company in order for MAM to grant stock options to purchase Class A Common Stock of the Company to certain MAM employees (the "MAM Employee Options"). MAM purchased the Options for fair value based on a Black Scholes modeled price. The Options were not granted under the Company's Omnibus Plan. These transactions were approved by the Company's Board under Section 16b-3. ( 3 )As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased the Options from the Company in order for MAM to grant the MAM Employee Options to certain MAM employees. These Options are exercisable at any time and expire on April 22, 2020. The MAM Employee Options vested in installments of 25% on April 22, 2017, 25% on April 22, 2018 and 50% on April 22, 2019. The MAM Employee Options expire on April 22, 2020. ( 4 )The strike price was revised to $15.95. ( 5 )Certain MAM employees have exercised a portion of the MAM Employee Options granted to such MAM employees by MAM. As a result, MAM has simultaneously exercised the same number of Options it purchased from the Company at the time of the IPO in order to fulfill its obligations to the MAM employees under the MAM Employee Options. ( 6 )Represents Options held by MAM. Mr. Moelis shares dispositive power over the Options 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 the Options from the Company in order for MAM to grant MAM Employee Options to certain MAM employees. MAM purchased the Options for fair value based on a Black Scholes modeled price. The Options were not granted under the Plan. These transactions were approved by the Company's Board under Section 16b-3. ( 7 )Certain MAM employees have exercised a portion of the MAM Employee Options granted to such MAM employees by MAM. ( 8 )Represents MAM Employee Options granted by MAM to certain MAM employees. The MAM Employee Options represent an obligation of MAM to sell to MAM employees Class A Common Stock upon exercise of the MAM Employee Options by MAM employees. Mr. Moelis had dispositive power with respect to MAM's rights as the grantor of the MAM Employee Options (obligation to sell) 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 the Options from the Company in order for MAM to grant MAM Employee Options to certain MAM employees. The MAM Employee Options were not granted under the Company's Omnibus Plan.

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