SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAHMOODZADEGAN NAVID

(Last)

(First)

(Middle)

C/O MOELIS & COMPANY

399 PARK AVENUE, 5TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Moelis & Co [ MC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-President, MD

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2020

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/20/2020		M		148,537.24	A	⁽¹⁾	148,537.24	D
Class A Common Stock	02/20/2020		F		1,636.24	D	$36.72	146,901	D
Class A Common Stock⁽²⁾	02/20/2020		S		74,269	D	$36.72	72,632⁽³⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2014 Incentive RSUs Granted in 2015⁽⁴⁾	⁽⁴⁾	02/20/2020		M			52,274.11	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	52,274.11	$0.00	0	D
2015 Incentive Restricted Stock Units⁽⁴⁾	⁽⁴⁾	02/20/2020		M			28,496.48	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	28,496.48	$0.00	28,496.48	D
2016 Incentive Restricted Stock Units⁽⁴⁾	⁽⁴⁾	02/20/2020		M			23,206.11	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	23,206.11	$0.00	46,412.23	D
2017 Incentive Restricted Stock Units⁽⁴⁾	⁽⁴⁾	02/20/2020		M			18,885.3	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	18,885.3	$0.00	56,658.3	D
2018 Incentive Restricted Stock Units⁽⁴⁾	⁽⁴⁾	02/20/2020		M			25,675.24	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	25,675.24	$0.00	102,703.13	D

Explanation of Responses:

1. Shares of Class A Common Stock of Moelis & Company ("Class A Common Stock") were acquired upon settlement of Restricted Stock Units (RSUs).

2. Class A Common Stock sold in order to raise proceeds to satisfy tax obligations triggered by delivery of the Class A Common Stock upon settlement of the RSUs. Federal taxes are not withheld from Class A Common Stock delivered upon settlement of RSUs to Mr. Mahmoodzadegan because he is a partner in Moelis & Company Partner Holdings LP.

3. This number excludes (i) 432,095 unvested RSUs granted to Mr. Mahmoodzadegan as incentive compensation for fiscal years 2015 through 2019 and (ii) 1,195,848 shares of Class A Common Stock issuable in exchange for Moelis & Group LP Class A partnership units held by certain trusts, of which Mr. Mahmoodzadegan or his immediate family members are beneficiaries. The unvested RSUs represent 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. The vesting schedule applicable to these unvested RSUs can be found on the Form 4s previously filed in connection with the grant of such RSUs.

4. The RSUs were settled for Class A Common Stock on February 20, 2020.

Remarks:

	/s/ Osamu Watanabe as attorney-in-fact for Navid Mahmoodzadegan	02/24/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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