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Section 1: 4 (FORM 4 SUBMISSION)

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, CEO
(Last)
(First)
(Middle)
C/O MOELIS & COMPANY, 399 PARK AVENUE, 5TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2019
(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(1) 11/11/2019   M   3,450 A $16.7 3,450 I By Partnership(2)
Class A Common Stock(1) 11/11/2019   X   3,450 D $16.7 0 I By Partnership(2)
Class A Common Stock(1) 11/13/2019   M   1,418 A $16.7 1,418 I By Partnership(2)
Class A Common Stock(1) 11/13/2019   X   1,418 D $16.7 0 I By Partnership(2)

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
Stock Options (Right to Buy)(3) $16.7(4) 11/11/2019   M(5)   3,450     (3) 04/22/2020 Class A Common Stock 3,450 $ 0 7,418 I By Partnership(6)
MAM Employee Stock Options (Obligation to Sell)(3) $16.7(4) 11/11/2019   X(7)     3,450   (3) 04/22/2020 Class A Common Stock 3,450 $ 0 7,418 I By Partnership(8)
Stock Options (Right to Buy)(3) $16.7(4) 11/13/2019   M(5)   1,418     (3) 04/22/2020 Class A Common Stock 1,418 $ 0 6,000 I By Partnership(6)
MAM Employee Stock Options (Obligation to Sell)(3) $16.7(4) 11/13/2019   X(7)     1,418   (3) 04/22/2020 Class A Common Stock 1,418 $ 0 6,000 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, NY 10022
  X   X   Chairman, CEO  

Signatures

 /s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis   11/13/2019
**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") upon exercise of certain Options (as defined in footnote 2 below). 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 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 $16.70.
(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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