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Filing Details

Accession Number:: 0001179110-14-017163
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-26 14:31:28
Reporting Period:: 2014-11-24

Filing Date:: 2014-11-26
Accepted Time:: 2014-11-26 14:31:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1596967	Moelis & Co	MC	Investment Advice (6282)	464500216

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1604750	Iii Richard J Leaman	C/O Moelis &Amp; Company 399 Park Avenue, 5Th Floor New York NY 10022	Managing Partner	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01	Acquisiton	2014-11-24	13,966	$0.00	13,966	No	4	M	Indirect	By trust
Class A Common Stock, Par Value $0.01	Acquisiton	2014-11-24	73,638	$0.00	73,638	No	4	M	Direct
Class A Common Stock, Par Value $0.01	Disposition	2014-11-24	13,966	$31.75	0	No	4	S	Indirect	By trust
Class A Common Stock, Par Value $0.01	Disposition	2014-11-24	73,638	$31.75	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	By trust
No	4	M	Direct
No	4	S	Indirect	By trust
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, Par Value $0.01	Incentive Restricted Stock Units	Acquisiton	2014-11-24	1,352	$0.00	1,352	$0.00
Class A Common Stock, Par Value $0.01	Partnership Interests	Disposition	2014-11-24	13,966	$0.00	13,966	$0.00
Class A Common Stock, Par Value $0.01	Partnership Interests	Disposition	2014-11-24	73,638	$0.00	73,638	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
37,599	No	4	A	Direct
121,437	No	4	M	Indirect
640,285	No	4	M	Direct

Footnotes

Represents transaction by J. Richard Leaman III 2010 Grantor Retained Annuity Trust, of which Mr. Leaman is a beneficiary. Mr. Leaman has voting and dispositive power over the assets of the trust.
In connection with the public offering of Moelis & Company common stock closed on November 24, 2014, 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.
From this price, the holder paid an underwriting discount of $1.349375 per share to the underwriters in connection with the offering.
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.
Incentive RSUs were issued as dividend equivalents on holder's unvested underlying Incentive RSUs issued on April 15, 2014 (and dividend equivalents subsequently issued thereon). The dividend equivalent Incentive RSUs will vest concurrently with the vesting of the unvested underlying Incentive RSUs. Issuance of dividend equivalents was approved by the Company's board of directors pursuant to Rule 16b-3.
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.
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 and the amendment thereto have been filed as exhibits to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014.