X0306 4 2018-04-27 0 0001596967 Moelis & Co MC 0001604686 MOELIS KENNETH C/O MOELIS & COMPANY 399 PARK AVE, 5TH FLOOR NEW YORK NY 10022 1 1 1 0 Chairman and CEO Class A Common Stock 2018-04-27 4 S 0 100 54.00 D 55697 D Class A Common Stock 2018-04-30 4 S 0 8000 54.00 D 47697 D Class A Common Stock 2018-04-30 4 X 0 5600 53.80 D 5600 I By Partnership Class A Common Stock 2018-05-01 4 M 0 10 A 47707 D Class A Common Stock 2018-05-01 4 S 0 228 54 D 47479 D MAM Incentive Restricted Stock Units (Right to Buy) 2018-04-30 4 X 0 5600 53.8 A Class A Common Stock 5600 0 I By Partnership Class B Common Stock, par value $0.01 2018-05-01 4 M 0 18242 D Class A Common Stock 10 15204693 I by Partnership 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. Closing price of MC stock on April 30, 2018. 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. 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. The second installment of 5,600 MAM Employee RSUs vested on April 22, 2018. Following settlement of the MAM Employee RSUs, MAM cancelled 5,600 of the MAM Employee RSUs. 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"). 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. 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. Certain shares of Class A Common Stock may have been sold pursuant to a 10b5-1 plan. /s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis 2018-05-01