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)
	Managing Director

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2014

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, par value $0.01⁽¹⁾	11/24/2014		M		369,249	A	⁽²⁾	369,249	I	By trust⁽¹⁾
Class A common stock, par value $0.01⁽³⁾	11/24/2014		M		54,647	A	⁽²⁾	54,647	I	By trust⁽³⁾
Class A common stock, par value $0.01⁽¹⁾	11/24/2014		S		369,249	D	$31.75⁽⁴⁾	0	I	By trust⁽¹⁾
Class A common stock, par value $0.01⁽³⁾	11/24/2014		S		54,647	D	$31.75⁽⁴⁾	0	I	By trust⁽³⁾

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)
Incentive Restricted Stock Units⁽⁵⁾	$0.00⁽⁶⁾	11/24/2014		A		2,254⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Class A Common Stock, par value $0.01	2,254	$0.00	62,599	D
Partnership Interests⁽¹⁾⁽⁷⁾	⁽²⁾	11/24/2014		M			369,249	⁽⁸⁾	⁽⁸⁾	Class A Common stock, par value $0.01	369,249	⁽²⁾	3,210,541	I	By trust⁽¹⁾
Partnership Intersts⁽³⁾⁽⁷⁾	⁽²⁾	11/24/2014		M			54,647	⁽⁸⁾	⁽⁸⁾	Class A common stock, par value $0.01	54,647	⁽²⁾	475,150	I	By trust⁽³⁾

Explanation of Responses:

1. Represents transaction by Mahmoodzadegan-Gappy Trust, of which Mr. Mahmoodzadegan is a beneficiary. Mr. Mahmoodzadegan shares voting and dispositive power over the assets of the trust.

2. 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.

3. Represents transaction by Mahmoodzadegan-Gappy Annuity Trust, of which Mr. Mahmoodzadegan is a beneficiary.

4. From this price, the holder paid an underwriting discount of $1.349375 per share to the underwriters in connection with the offering.

5. 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.

6. 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.

7. 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.

8. 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 has been filed as an exhibit to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014.

Remarks:

	/s/ Osamu Watanabe as attorney-in-fact for Navid Mahmoodzadegan	11/26/2014
	** Signature of Reporting Person	Date
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