PJT Partners Inc. — Director's Dealing 2015

Oct 14, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PJT Partners Inc. (PJT)
CIK: 0001626115
Period of Report: 2015-10-01

Reporting Person: Lee Ji-Yeun (Managing Partner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	1	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Founder LTIP Units of PJT Partners Holdings LP	$		Class A Common Stock (33748)		Direct
LTIP Units of PJT Partners Holdings LP	$		Class A Common Stock (475000)		Direct
Partnership Units of PJT Partners Holdings LP	$		Class A Common Stock (421252)		Direct

Footnotes

F1: Represents a series of LTIP Units ("Founder LTIP Units") of PJT Partners Holdings LP ("PJT Holdings"). These Founder LTIP Units generally vest as follows: (a) 20% vest on October 9, 2017, (b) 30% vest on October 9, 2018, and (c) 50% vest on October 9, 2019. Upon the occurrence of specified events, these Founder LTIP Units can automatically be converted into Partnership Units of PJT Holdings on a one-for-one basis.

F2: Represents a series of LTIP Units ("Earn-Out Units") of PJT Holdings. Earn-Out Units are subject to both time and performance vesting. Earn Out Units generally satisfy the time-vesting requirement with 20% vesting on October 9, 2017, 30% vesting on October 9, 2018 and 50% vesting on October 9, 2019. The performance vesting requirement will be satisfied upon the publicly traded Class A shares of the Issuer achieving certain volume-weighted average share price ("VWAP") targets over any consecutive 30-day trading period ending prior to October 1, 2021 as follows: (a) 20% will be earned upon achieving a VWAP trading price of $48 per share; (b) 20% will be earned upon achieving a VWAP trading price of $55 per share; (c) 20% will be earned upon achieving a VWAP trading price of $63 per share; (d) 20% will be earned upon achieving a VWAP trading price of $71 per share; and (e) 20% will be earned upon achieving a VWAP trading price of $79 per share.

F3: Upon the occurrence of specified events, the Earn-Out Units reported herein can automatically be converted into Partnership Units of PJT Holdings on a one-for-one basis.

F4: Subject to the terms of an exchange agreement, on a quarterly basis, from and after October 1, 2016, Partnership Units of PJT Holdings may be exchanged for cash or, at the election of the Issuer, shares of Class A common stock of the Issuer on a one-for-one basis. These Partnership Units generally vest as follows: (a) 20% vest on October 9, 2017, (b) 30% vest on October 9, 2018, and (c) 50% vest on October 9, 2019.