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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 *
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 and CEO
(Last)
(First)
(Middle)
C/O MOELIS & COMPANY, 399 PARK AVE, 5TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2018
(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 04/27/2018   S   100(10) D $54 55,697 D  
Class A Common Stock 04/30/2018   S   8,000(10) D $54 47,697 D  
Class A Common Stock(1) 04/30/2018   X   5,600 D $53.8(2) 5,600 I By Partnership(1)
Class A Common Stock 05/01/2018   M(8)   10 A (8) 47,707 D  
Class A Common Stock 05/01/2018   S   228(10) D $54 47,479 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
MAM Incentive Restricted Stock Units (Right to Buy)(3) (4) 04/30/2018   X   5,600     (5)   (5) Class A Common Stock 5,600 $53.8(2) 0 (6) I By Partnership(7)
Class B Common Stock, par value $0.01 (9) 05/01/2018   M(8)     18,242   (9)   (9) Class A Common Stock 10 (8) 15,204,693 I by Partnership

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MOELIS KENNETH
C/O MOELIS & COMPANY
399 PARK AVE, 5TH FLOOR
NEW YORK, NY 10022
  X   X   Chairman and CEO  

Signatures

 /s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis   05/01/2018
**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) Class A Common Stock held by Moelis Asset Management ("MAM"). Mr. Moelis has voting and 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 IPO of Moelis & Company (the "Company"), MAM purchased 16,800 shares from the Company in order for MAM to grant Restricted Stock Units to certain MAM employees (the "MAM Employee RSUs"). MAM purchased the Common Stock for $25.00. These transactions were approved by the Company's Board under Section 16b-3. On April 22, 2018, 5,600 MAM Employee RSUs vested. On April 30, 2018, MAM delivered 5,600 shares of Class A Common Stock to certain MAM employees upon settlement of the 5,600 MAM Employee RSUs. The remaining MAM Employee RSUs will vest on April 22, 2019.
(2) Closing price of MC stock on April 30, 2018.
(3) As part of the process of separating the Asset Management business from the Advisory business at the time of the IPO, MAM purchased Class A common stock from the Company and subsequently granted the MAM Employee RSUs to certain MAM employees.
(4) Each MAM Employee RSU represents the right to receive upon settlement either, at the Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share. On April 30, 2018, 5,600 MAM Employee RSUs were settled for Class A Common Stock.
(5) The second installment of 5,600 MAM Employee RSUs vested on April 22, 2018.
(6) Following settlement of the MAM Employee RSUs, MAM cancelled 5,600 of the MAM Employee RSUs.
(7) Represents MAM Employee RSUs granted by MAM to certain MAM employees. Mr. Moelis had dispositive power over the MAM Employee RSUs 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 Class A Common Stock from the Company in order for MAM to grant MAM Employee RSUs to certain MAM employees. On April 30, 2018, 5,600 MAM Employee RSUs were settled for Class A Common Stock. The MAM Employee RSUs were not granted under the Moelis & Company 2014 Omnibus Incentive Plan (the "Plan").
(8) The conversion covered by this footnote automatically occured pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation on May 1, 2018 when certain Class A partnership units in Moelis & Company Group LP ("Group Units") were exchanged by the holders thereof for the Company's Class A common stock.
(9) Each share of Class B common stock is convertible into approximately 0.00055 shares of Class A common stock in certain circumstances, including when and if certain holders of Group Units elect to exchange such units for Class A common stock. Such conversions of Class B common stock may often result in conversion into less than 1 share of Class A common stock and in such case in liue of fractional share, the Company will pay the holder (Moelis & Company Partner Holdings, LP) cash equal to the Value (as defined in the Company's Amended and Restated Certificate of Incorporation) of the fractional share of Class A common stock.
(10) Certain shares of Class A Common Stock may have been sold pursuant to a 10b5-1 plan.

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