SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Altman Roger C (Last) (First) (Middle) C/O EVERCORE PARTNERS INC. 55 EAST 52ND STREET, 43RD FLOOR (Street) NEW YORK NY 10055 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/10/2006	3. Issuer Name and Ticker or Trading Symbol Evercore Partners Inc. [ EVR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, Co-CEO	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Shares of Class B common stock, par value $.01 per share	1	D
Shares of Class B common stock, par value $.01 per share	2	I	Shares of Class B Common Stock held by trust(1)
Shares of Class B common stock, par value $.01 per share	1	I	Share of Class B Common Stock held by trust(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Partnership units of Evercore LP	(3)	(3)	Shares of Class A common stock, par value $.01 per share	1,737,961	(3)	D
Partnership units of Evercore LP	(3)	(3)	Shares of Class A common stock, par value $.01 per share	1,730,252	(3)	I	Partnership units held by trust(4)
Partnership units of Evercore LP	(3)	(3)	Shares of Class A common stock, par value $.01 per share	7,706	(3)	I	Partnership units held by trust(5)

Explanation of Responses:

1. These shares of Class B common stock are held in trust for the benefit of Mr. Altman's family. Mr. Altman disclaims beneficial ownership of these shares of Class B common stock, and the filing of this report is not an admission that Mr. Altman is the beneficial owner of these shares of Class B common stock for the purposes of Section 16 or for any other purpose.

2. This share of Class B common stock is held by a grantor retained annuity trust of which Mr. Altman is the investment trustee.

3. Following the amendment and restatement of the certificate of incorporation of Evercore Partners Inc. that will occur prior to the consummation of the initial public offering of its Class A common stock, the Evercore LP partnership units will, subject to certain restrictions in the Evercore LP partnership agreement, be exchangeable on a one-for-one basis for shares of Evercore Partners Inc. Class A common stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

4. These Evercore LP partnership units are held in trust for the benefit of Mr. Altman's family. Mr. Altman disclaims beneficial ownership of these partnership units, and the filing of this report is not an admission that Mr. Altman is the beneficial owner of these partnership units for the purposes of Section 16 or for any other purpose.

5. These Evercore LP partnership units are held by a grantor retained annuity trust of which Mr. Altman is the investment trustee.

	/s/ Adam B. Frankel, as Attorney-in-fact	08/10/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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                                POWER OF ATTORNEY

        Know all by these presents, that each of the undersigned hereby
constitutes and appoints each of Roger C. Altman, Austin M. Beutner, David E.
Wezdenko, Adam B. Frankel, Thomas J. Gavenda, Michael P. Riordan and Scott
Graham, signing singly, each of the undersigned's true and lawful
attorney-in-fact to:

        (1)     execute for and on behalf of each of the undersigned, in each of
                the undersigned's capacity as an officer and/or director of
                Evercore Partners Inc., a Delaware corporation (the "Company"),
                Forms 3, 4, and 5 in accordance with Section 16(a) of the
                Securities Exchange Act of 1934 and the rules thereunder;

        (2)     do and perform any and all acts for and on behalf of each of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, complete and execute any
                amendment or amendments thereto, and timely file such form with
                the United States Securities and Exchange Commission and any
                stock exchange or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, each of the undersigned, it being understood that
                the documents executed by such attorney-in-fact on behalf of
                each of the undersigned pursuant to this Power of Attorney shall
                be in such form and shall contain such terms and conditions as
                such attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        Each of the undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as each of the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. Each of the undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of each of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934 or the rules thereunder.

        This Power of Attorney shall remain in full force and effect until each
of the undersigned, after becoming subject to the requirements to file Forms 3,
4 and 5 with respect to each of the undersigned's holdings of and transactions
in securities issued by the Company, ceases to be subject to those requirements,
unless earlier revoked by each of the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

                            [Signature Page Follows]

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 10th day of August, 2006.

        /s/ Roger C. Altman                      /s/ Austin M. Beutner
      --------------------------              ---------------------------
          Roger C. Altman                          Austin M. Beutner

         /s/ Eduardo Mestre                      /s/ David E. Wezdenko
      --------------------------              ---------------------------
          Eduardo Mestre                          David E. Wezdenko

        /s/ Adam B. Frankel                      /s/ Thomas J. Gavenda
      --------------------------              ---------------------------
         Adam B. Frankel                          Thomas J. Gavenda