Edgar Filing: Evercore Partners Inc.

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HYMAN EDWARD S

2. Issuer Name and Ticker or Trading Symbol
Evercore Partners Inc. [EVR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice Chair EPI & Chairman EISI

(Last)

(First)

(Middle)

C/O EVERCORE PARTNERS INC., 55 EAST 52ND STREET, FLOOR 38

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2016

(Street)

NEW YORK, NY 10055

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class E Units of Evercore LP

⁽¹⁾

02/15/2016

A⁽¹⁾

179,276

⁽¹⁾

Shares of Class A common stock, par value $0.01 per share

179,276

$ 0

1,362,496

Held through corporations ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HYMAN EDWARD S C/O EVERCORE PARTNERS INC. 55 EAST 52ND STREET, FLOOR 38 NEW YORK, NY 10055			Vice Chair EPI & Chairman EISI

Signatures

/s/ Adam B. Frankel, as Attorney-in-Fact		02/17/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On February 15, 2016, a portion of the Class G interests in Evercore LP held by the Reporting Person converted into a total of 179,276 Class E units due to the achievement of financial performance targets for Evercore's equity sales, trading and research business, as specified in the terms and conditions of the Class G interests. Pursuant to the Certificate of Incorporation of Evercore Partners Inc. and the Limited Partnership Agreement of Evercore LP, these newly delivered Class E units are, subject to certain restrictions, currently exchangeable on a one-for-one basis, without the payment of any consideration, into Class A common stock on quarterly exchange dates.
(2)	The Reporting Person holds 1,358,136 of his total Class E units through ISI Holding, Inc. and 4,360 of the Class E units through ISI Holding II, Inc., each of which is a corporation controlled by the Reporting Person.

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