Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * Shropshire 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                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O MOELIS & COMPANY, 399 PARK AVENUE, 5TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 12/7/2016
(Street) NEW YORK NY (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
2015 Annual Restricted Stock Units	12/7/2016		A		15.99	A	(1) (2)	1510.71	D
2016 Annual Restricted Stock Units	12/7/2016		A		19.05	A	(1) (3)	1799.73	D
2016 Elective Restricted Stock Units	12/7/2016		A		3.57	A	(1) (4)	337.64	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

Explanation of Responses:
( 1)	Each Annual Restricted Stock Unit (RSU) represents the right to receive one share of Class A Common Stock.
( 2)	2015 Annual RSUs were issued as dividend equivalents on holder's underlying Initial RSUs issued on July 10, 2015 (and dividend equivalents thereon). The dividend equivalent Annual RSUs will vest concurrently with the vesting of the underlying Annual RSUs.
( 3)	2016 Annual RSUs were issued as dividend equivalents on holder's underlying Initial RSUs issued on July 1, 2016. The dividend equivalent Annual RSUs will vest concurrently with the vesting of the underlying Annual RSUs.
( 4)	2016 Elective RSUs were issued as dividend equivalents on holder's underlying Elective RSUs issued on July 1, 2016. The dividend equivalent Elective RSUs will vest concurrently with the vesting of the underlying Elective RSUs.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shropshire Kenneth C/O MOELIS & COMPANY 399 PARK AVENUE, 5TH FLOOR NEW YORK NY	X

Signatures
/s/ Osamu Watanabe as attorney-in-fact for Kenneth Shropshire		12/9/2016
** 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).
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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