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Section 1: 4 (FORM 4 -)

Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Callesano Christopher
  2. Issuer Name and Ticker or Trading Symbol
Moelis & Co [MC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & Principal Acct Officer
(Last)
(First)
(Middle)
C/O MOELIS & COMPANY, 399 PARK AVENUE, 5TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2017
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/22/2017   A   1,332.8236 A (1) 2,025.8236 D  
Class A Common Stock 02/22/2017   F   493.8236 D $36.99 1,532 D  
Class A Common Stock 02/22/2017   S   1,532 D $36.99 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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 Incentive RSUs Granted in 2015 (2) 02/22/2017   M     482.8706   (2)   (2) Class A Common Stock 482.8706 $ 0 966.9015 D  
2015 Incentive RSUs(2) (2) 02/22/2017   M     849.9476   (2)   (2) Class A Common Stock 849.9476 $ 0 2,549.8428 D  
2016 Incentive RSUs(3) (3) 02/23/2017   A   2,416     (4)   (4) Class A Common Stock 2,416 $ 0 2,416 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Callesano Christopher
C/O MOELIS & COMPANY
399 PARK AVENUE, 5TH FLOOR
NEW YORK, NY 10022
      SVP & Principal Acct Officer  

Signatures

 /s/ Osamu Watanabe as attorney-in-fact for Christopher Callesano   02/24/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).
(2) The RSUs were settled for Class A common stock on February 22, 2017.
(3) Each 2016 Incentive RSU represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount in cash equal to the fair market value of such share. Grant of Restricted Stock Units pursuant to the Moelis & Company 2014 Omnibus Incentive Plan.
(4) The 2016 Incentive Restricted Stock Units vest in equal installments on February 23, 2018, February 23, 2019, February 23, 2020, and February 23, 2021.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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