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 *

Cantor Eric
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)
MD & Vice Chairman
(Last)          (First)          (Middle)

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

3/17/2017
(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

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
2014 Restricted Stock Units   $0   (1) 3/17/2017     A      332.66         (2)   (2) Class A Common Stock   332.66   $0   34497.82   D    
2015 Incentive RSUs Granted in 2015 (Quarterly Awards)   $0   (1) 3/17/2017     A      153.51         (3)   (3) Class A Common Stock   153.51   $0   15919.95   D    
2015 Incentive RSUs   $0   (1) 3/17/2017     A      170.90         (4)   (4) Class A Common Stock   170.90   $0   17723.62   D    
2016 Incentive RSUs Granted in 2016 (Quarterly Awards)   $0   (1) 3/17/2017     A      149.00         (5)   (5) Class A Common Stock   149.00   $0   15452.73   D    
2016 Incentive RSUs   $0   (1) 3/17/2017     A      28.58         (6)   (6) Class A Common Stock   28.58   $0   13234.58   D    

Explanation of Responses:
( 1)  Each Restricted Stock Unit represents the right to receive upon settlement either, at Moelis & Company's option, a share of Class A common stock or an amount of cash equal to the fair market value of such share.
( 2)  RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 1, 2014 (and dividend equivalents issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs.
( 3)  RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued quarterly in 2015 as follows: (1) 36.90 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on April 3, 2015 (and dividend equivalents thereon), (2) 38.11 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on June 30, 2015 (and dividend equivalents thereon), (3) 40.67 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 30, 2015 (and dividend equivalents thereon) and (4) 37.81 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on December 31, 2015 (and dividend equivalents thereon). In all cases, the dividend equivalent RSUs will vest concurrently with the vesting of the respective unvested underlying RSUs.
( 4)  RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on February 24, 2016 (and dividend equivalents subsequently issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs.
( 5)  RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued quarterly in 2016 as follows: (1) 37.80 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on March 31, 2016 (and dividend equivalents thereon), (2) 43.71 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on June 30, 2016, (3) 38.87 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on September 30, 2016, and (4) 28.60 RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on December 30, 2016. In all cases, the dividend equivalent RSUs will vest concurrently with the vesting of the respective unvested underlying RSUs.
( 6)  RSUs were issued as dividend equivalents on holder's unvested underlying RSUs issued on February 23, 2017 (and dividend equivalents subsequently issued thereon). The dividend equivalent RSUs will vest concurrently with the vesting of the unvested underlying RSUs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cantor Eric
C/O MOELIS & COMPANY
399 PARK AVENUE, 5TH FLOOR
NEW YORK, NY 10022
X
MD & Vice Chairman

Signatures
/s/ Osamu Watanabe as attorney-in-fact for Eric Cantor 3/21/2017
** 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 control number.
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