Evercore Inc. — Director's Dealing 2012

Feb 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Evercore Partners Inc. (EVR)
CIK: 0001360901
Period of Report: 2012-02-06

Reporting Person: Mestre Eduardo G (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-06	Shares of Class A common stock, par value $0.01 per share	A	52767	—	Acquired	267080	Direct
2012-02-06	Shares of Class A common stock, par value $0.01 per share	F	15757	$29.185	Disposed	251323	Direct
2012-02-06	Shares of Class A common stock, par value $0.01 per share	C	33850	—	Acquired	285173	Direct
2012-02-06	Shares of Class A common stock, par value $0.01 per share	S	33850	$29.0455	Disposed	251323	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-06	Partnership units of Evercore LP	$	C	33850	Disposed		Shares of Class A common stock, par value $0.01 per share (33850)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Shares of Class B common stock, par value $0.01 per share	1	Direct

Footnotes

F1: Restricted Stock Units, which vest in four equal installments beginning on the first anniversary of the grant date.

F2: These shares were surrendered to Evercore Partners Inc. for the payment of taxes in connection with the vesting of previously granted restricted stock unit awards.

F3: Shares of Class A common stock were acquired upon exchange of Evercore LP partnership units, in accordance with the Evercore LP partnership agreement.

F4: This price represents the approximate weighted average price per share of Class A common stock of sales that were executed at price ranging from approximately $28.79 to $29.20 per share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares of Class A common stock sold at each price.

F5: Evercore LP partnership units are, subject to certain restrictions in the Evercore LP partnership agreement, exchangeable on a one-to-one basis of shares of Evercore Partners Inc. Class A common stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.