MC Moelis and Company

CUSIP No. 60786M

1.

Names of Reporting Persons
Kenneth Moelis

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,829,021(1)(2)

6.

Shared Voting Power

7.

Sole Dispositive Power
105,153

8.

Shared Dispositive Power
1,723,868(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,829,021(1)(2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7% (3)

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Moelis & Company

(b)

Address of Issuer’s Principal Executive Offices
399 Park Avenue, 5 th  Floor, New York, NY 10022

Item 2.

(a)

Name of Person Filing
Kenneth Moelis

(b)

Address of Principal Business Office or, if none, Residence
c/o Moelis & Company, 399 Park Avenue, 5 th  Floor, New York, NY 10022

(c)

Citizenship
U.S.

(d)

Title of Class of Securities
Class A Common Stock, par value $0.01

(e)

CUSIP Number
60786M

Item 3.

Not applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

1,829,021 (1)(2)

(b)

Percent of class:   

7% (3)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

1,829,021 (1)(2)

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of   

105,153

(iv)

Shared power to dispose or to direct the disposition of   

1,723,868 (1)(2)

(1)                                  This number includes 1,723,868 shares of Class A common stock held by certain employees of the Company and its affiliates and entities holding shares of Class A common stock for such employees.  Mr. Moelis has voting power over these 1,723,868 shares. Mr. Moelis and such employees have shared dispositive power over these shares.  Mr. Moelis does not have a pecuniary interest in these shares.  This number also includes 103,256 shares of Class A common stock held by Moelis Asset Management L.P.  Mr. Moelis has  sole voting and dispositive power over these 103,256 shares.

(2)                                  This number excludes:

(a)                                  9,612,062 shares of Class A common stock issuable in exchange for Class A partnership units of Group LP held by Partner Holdings on behalf of The Moelis Family Trust, of which Mr. Moelis is a beneficiary.  Mr. Moelis shares voting and dispositive power over the assets of The Moelis Family Trust with Mrs. Julie Moelis. Mr. Moelis has a pecuniary interest in the Group LP Class A partnership units held by Partner Holdings on behalf of The Moelis Family Trust. These shares of Class A common stock represent approximately 17.7% of the shares of Class A common stock that would be outstanding as of February 1, 2017 if all outstanding Group LP Class A partnership units were exchanged and all outstanding shares of the Company’s Class B common stock were converted at that time.

(b)                                  2,503,337 shares of Class A common stock issuable in exchange for Group LP Class A partnership units held by Partner Holdings on behalf of The Moelis Irrevocable Trust, of which Mr. and Mrs. Moelis’s children are the primary beneficiaries. Mr. Moelis shares voting and dispositive power over the assets of The Moelis Irrevocable Trust with Mrs. Julie Moelis. Mr. Moelis does not have a pecuniary interest in the Group LP Class A partnership units held by Partner Holdings on behalf of The Moelis Irrevocable Trust. These shares of Class A common stock represent approximately 4.6% of the shares of Class A common stock that would be outstanding as of February 1, 2017 if all outstanding Group LP Class A partnership units were exchanged and all outstanding shares of Class B common stock were converted.

(c)                                   25,781,317 shares of Class B common stock held by Partner Holdings. This number correlates to the aggregate number of vested and unvested Group LP Class A partnership held by Partner Holdings as of February 1, 2017. Partner Holdings is controlled by Mr. Moelis.  Each share of Class B common stock has ten votes and, as of February 1, 2017, is convertible into 0.00055 shares of Class A common stock.

(3)                                  Represents percentage of Class A common stock.  Including the shares set forth in footnote 2, Mr. Moelis has 91.4% of the combined voting power of the Company’s Class A and Class B common stock.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o .

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Certain employees of the Company and its affiliates and entities holding shares of Class A common stock for such employees own and have a pecuniary interest in 1,723,868 shares set forth in Item 1(a).  Mr. Moelis has sole voting power over these 1,723,868 shares. Mr. Moelis and such employees have shared dispositive power over these shares.  Mr. Moelis does not have a pecuniary interest in these shares.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

February 14, 2017

Date

/s/ Kenneth Moelis

Signature

Kenneth Moelis

Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).