SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*

(Last) (First) (Middle)


(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 X 10% Owner
X Officer (give title below) Other (specify below)
Chairman, CEO
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 02/20/2020 M 158,659.44 A (1) 245,409.44 D
Class A Common Stock 02/20/2020 F 1,748.44 D $36.72 243,661 D
Class A Common Stock(2) 02/20/2020 S 79,331 D $36.72 164,330(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2014 Incentive RSUs Granted in 2015(4) $0.00(4) 02/20/2020 M 48,459.1 (4) (4) Class A Common Stock 48,459.1 $0.00 0 D
2015 Incentive RSUs(4) $0.00(4) 02/20/2020 M 45,817.92 (4) (4) Class A Common Stock 45,817.92 $0.00 45,817.93 D
2016 Incentive RSUs(4) $0.00(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 RSUs(4) $0.00(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 RSUs(4) $0.00(4) 02/20/2020 M 22,291 (4) (4) Class A Common Stock 22,291 $0.00 89,164 D
Explanation of Responses:
1. Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs).
2. Class A common stock sold by Mr. Moelis 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 to Mr. Moelis upon settlement of RSUs because he is a partner in Moelis & Company Partner Holdings LP.
3. This number excludes (i) 374,227 unvested RSUs granted to Mr. Moelis as incentive compensation for fiscal years 2014 through 2019 and (ii) 4,876,314 shares of Class A common stock issuable in exchange for Moelis & Company Group LP Class A partnership units held by a trust, of which Mr. Moelis is a beneficiary. 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 to Mr. Moelis.
4. The RSUs were settled for Class A common stock on February 20, 2020.
/s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis 02/24/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.