Evercore Inc. — Director's Dealing 2013

Feb 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Evercore Partners Inc. (EVR)
CIK: 0001360901
Period of Report: 2013-01-29

Reporting Person: SCHLOSSTEIN RALPH (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-29	Shares of Class A common stock, par value $0.01 per share	A	50000	—	Acquired	1150216	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: 50,000 shares of Class A common stock are restricted stock units ("RSUs"), which were granted to Mr. Schlosstein pursuant to the 2006 Evercore Partners Inc. (the "Company") Stock Incentive Plan (the "Plan"). The RSUs vest as follows: (1) on the 4th anniversary of the grant date, provided that Mr. Schlosstein remains in continuous employment through such date and the stock price has by then closed at or above $45 for 20 consecutive trading days; or (2) if prior to the 4th anniversary of the grant date, Mr. Schlosstein's employment terminates due to (a) termination by the Company without Cause (as defined in Mr. Schlosstein's restricted stock unit award agreement), (b) his death or (c) his Disability (as defined in the Plan), provided that in each case, the stock price has closed at or above $45 (continued in footnote 2)

F2: for 20 consecutive trading days prior to the termination of his employment. Shares will be deliverable upon vesting and will be eligible for net settlement for withholding tax purposes. RSUs not previously settled in shares of Class A Common Stock are subject to forfeiture in the event of a breach of certain restrictive covenants.

F3: This share of Class B common stock is held in trust for the benefit of Mr. Schlosstein's family. Mr. Schlosstein disclaims beneficial ownership of this share of Class B common stock and the filing of this report is not an admission that Mr. Schlosstein is the beneficial owner of this share of Class B common stock for the purposes of Section 16 or any other purpose.