FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LEAMAN J RICHARD III 		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 Partner
(Last)          (First)          (Middle)

C/O MOELIS & COMPANY, 399 PARK AVENUE, 5TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2014
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.01   (1) 12/1/2014     M    3024   A   (2) 3024   I   By trust   (1)
Class A common stock, par value $0.01   12/1/2014     M    15944   A   (2) 15944   D    
Class A common stock, par value $0.01   (1) 12/1/2014     S    3024   D $31.75   (3) 0   I   By trust   (1)
Class A common stock, par value $0.01   12/1/2014     S    15944   D $31.75   (3) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Partnership Interests   (1) (4)   (2) 12/1/2014     M         3024      (5)   (5) Class A Common stock, par value $0.01   3024     (2) 118413   I   By trust   (1)
Partnership Interests   (4)   (2) 12/1/2014     M         15944      (5)   (5) Class A Common Stock, par value $0.01   15944     (2) 624341   D    

Explanation of Responses:
( 1)  Represents transaction by J. Richard Leaman III 2010 Grantor Retained Annuity Trust, of which Mr. Leaman is a beneficiary. Mr. Leaman has voting and dispositive power over the assets of the trust.
( 2)  Pursuant to the underwriting agreement for the November 24, 2014 public offering of Moelis & Company Class A common stock, the underwriters exercised their option to purchase additional shares of common stock from the holder as part of the offering. In connection with the closing of such exercise on December 1, 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)  From this price, the holder paid an underwriting discount of $1.349375 per share to the underwriters in connection with the offering.
( 4)  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.
( 5)  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 and the amendment thereto have been filed as exhibits to Moelis & Company's registration statement on Form S-1 (File No. 333194306) dated April 8, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LEAMAN J RICHARD III
C/O MOELIS & COMPANY
399 PARK AVENUE, 5TH FLOOR
NEW YORK, NY 10022 		X
Managing Partner

Signatures
/s/ Osamu Watanabe as attorney-in-fact for J. Richard Leaman 12/1/2014
** 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.
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