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 *

MOELIS KENNETH
2. Issuer Name and Ticker or Trading Symbol

Moelis & Co [ MC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

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

2/13/2015
(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
MAM Employee Stock Options (Right to Buy)   (1) $24.00   2/13/2015     J   (2)    11552         (1) 4/22/2020   Class A Common Stock   11552   $7.31   0   I   By Partnership   (3)
Stock Options (Right to Buy)   (4) $24.00   5/15/2015     D      11552         (4) 4/22/2020   Class A Common Stock   11552   $7.77   55793   I   By Partnership   (5)
MAM Employee Stock Options (Right to Buy)   (1) $24.00   10/30/2015     J   (2)    525         (1) 4/22/2020   Class A Common Stock   525   $7.31   0   I   By Partnership   (3)
Stock Options (Right to Buy)   (4) $24.00   11/4/2015     D      525         (4) 4/22/2020   Class A Common Stock   525   $8.28   55268   I   By Partnership   (5)

Explanation of Responses:
(1)  At the time of the IPO, Moelis Asset Management ("MAM") purchased options (the "Options") to purchase shares of the Company's Class A common stock (the "Common Stock") from the Company in order for MAM to grant stock options (the "MAM Employee Options") to purchase Common Stock to certain MAM employees. Certain MAM employees who were granted MAM Employee Options have terminated their employment and in accordance with the terms of the MAM Employee Options, MAM employees forfeited the MAM Employee Options to MAM. The MAM Employee Options vest in installments of 25% on April 22, 2017, 25% on April 22, 2018 and 50% on April 22, 2019. The MAM Employee Options expire on April 22, 2020.
(2)  Certain MAM employees who were granted MAM Employee Options have terminated their employment and in accordance with the terms of the MAM Employee Options, MAM employees forfeited the MAM Employee Options to MAM.
(3)  Represents MAM Employee Options forfeited to MAM by MAM employees, which were cancelled. Mr. Moelis has a controlling interest in MAM.
(4)  At the time of the IPO, MAM purchased Options from the Company in order for MAM to grant MAM Employee Options to certain MAM employees. After forfeiture of the MAM Employee Options to MAM, MAM sold the Options to Moelis & Company. These Options are exercisable at any time and expire on April 22, 2020.
(5)  At the time of the IPO, MAM purchased Options from the Company in order for MAM to grant MAM Employee Options to certain MAM employees. After forfeiture of the MAM Employee Options to MAM, MAM sold the Options to Moelis & Company. Mr. Moelis has dispositive power over the Options as a result of his controlling interest in MAM.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOELIS KENNETH
C/O MOELIS & COMPANY
399 PARK AVE, 5TH FLOOR
NEW YORK, NY 10022
X X Chairman and CEO

Signatures
/s/ Osamu Watanabe as attorney-in-fact for Kenneth Moelis 2/12/2016
** 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).
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