X0306 4 2019-05-01 0 0001596967 Moelis & Co MC 0001604686 MOELIS KENNETH C/O MOELIS & COMPANY 399 PARK AVENUE, 5TH FLOOR NEW YORK NY 10022 1 1 1 0 Chairman, CEO Class A Common Stock 2019-05-01 4 M 0 169415.36 A 171426.36 D Class A Common Stock 2019-05-01 4 D 0 2.359 88.48 D 171424 D Class A Common Stock 2019-05-01 4 S 0 84708 37.50 D 86716 D Class A Common Stock 2019-05-01 4 M 0 34 A 86750 D Class A Common Stock 2019-05-01 4 X 0 5600 37.50 D 0 I By Partnership 2014 Incentive Restricted Stock Units 2019-05-01 4 M 0 39162.676 0.00 D Class A Common Stock 39162.676 0 D 2014 Incentive RSUs Granted in 2015 2019-05-01 4 M 0 46285.838 0.00 D Class A Common Stock 46285.838 46285.838 D 2015 Incentive Restricted Stock Units 2019-05-01 4 M 0 43763.115 0.00 D Class A Common Stock 43763.115 87526.23 D 2016 Incentive Restricted Stock Units 2019-05-01 4 M 0 22165.383 0.00 D Class A Common Stock 22165.383 66496.15 D 2017 Incentive Restricted Stock Units 2019-05-01 4 M 0 18038.347 0.00 D Class A Common Stock 18038.347 72155.673 D Class B Common Stock, par value $0.01 2019-05-01 4 M 0 61936 D Class A Common Stock, par value $0.01 34 10431422 D MAM Incentive Restricted Stock Units (Right to Buy) 2019-05-01 4 X 0 5600 37.50 A Class A Common Stock 5600 0 I By Partnership Shares of Class A Common Stock were acquired upon settlement of Restricted Stock Units (RSUs). Pursuant to the terms of the RSUs, fractional shares were settled in cash. Based on the price per share of Class A common stock of $37.50. The conversion covered by this footnote automatically occurred pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation when certain Moelis & Company Group LP Units ("Group Units") were exchanged for Class A common stock by certain selling stockholders in connection with the Company's public offering closed on April 21, 2014. 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 1, 2019, 5,600 MAM Employee RSUs vested. On May 1, 2019, MAM delivered 5,600 shares of Class A Common Stock to certain MAM employees upon settlement of the 5,600 MAM Employee RSUs. There are no remaining MAM Employee RSUs. The RSUs were settled for Class A common stock on May 1, 2019. 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 lieu of such fractional share, the Company will pay the holder (Partner Holdings) 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. 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 May 1, 2019, 5,600 MAM Employee RSUs were settled for Class A Common Stock. The third installment of 5,600 MAM Employee RSUs vested on April 1, 2019. 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 May 1, 2019, 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"). /s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis 2019-05-03