Evercore Inc. — Director's Dealing 2016

Nov 24, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Evercore Partners Inc. (EVR)
CIK: 0001360901
Period of Report: 2016-11-18

Reporting Person: WEINBERG JOHN S (Director, Executive Chairman)

Holdings (Non-Derivative)

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Shares of Class A common stock, par value $0.01 per share (900000)		Direct
Partnership Units of Evercore LP	$		Shares of Class A common stock, par value $0.01 per share (400000)		Direct

Footnotes

F1: These Restricted Stock Units are scheduled to vest 18% on December 31, 2016, 14% on March 1, 2018 and each of the first three anniversaries thereof, and 26% on March 1, 2022, subject to the Reporting Person's continuous service through the applicable vesting dates and subject to accelerated vesting upon a change in control or in connection with specified termination events.

F2: Each Restricted Stock Unit represents the contingent right to receive one share of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock") or, at the election of the Company, a cash payment equal to the value thereof.

F3: These Evercore LP partnership units are subject to both service vesting conditions and performance vesting conditions and will vest only upon both the Reporting Person's continued service through March 1, 2022 and the Company's achievement of a specified average stock price for the Company's Class A Common Stock prior to such date, subject to accelerated vesting upon a change in control or in connection with specified termination events.

F4: Upon vesting as described in footnote (3) above, these Evercore LP partnership units are, pursuant to the Certificate of Incorporation of Evercore Partners Inc. and, subject to certain restrictions in the Evercore LP partnership agreement, exchangeable on a one-for-one basis for shares of the Company's Class A Common Stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.