SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SCHLOSSTEIN RALPH (Last) (First) (Middle) C/O EVERCORE PARTNERS INC. 55 EAST 52ND STREET, 43RD FLOOR (Street) NEW YORK NY 10055 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Evercore Partners Inc. [ EVR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 05/21/2009
	4. 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 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
Shares of Class A common stock, par value $0.01 per share	05/21/2009		A(1)(2)		900,000	A	(1)(2)	900,000	D
Shares of Class B common stock, par value $0.01 per share								1	D
Shares of Class B common stock, par value $0.01 per share								1	I	Shares held by trust(3)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 900,000 shares of Class A common stock are restricted stock units which were granted to Mr. Schlosstein pursuant to the 2006 Evercore Partners Inc. (the "Company") Stock Incentive Plan. The RSUs vest on the 5th anniversary of the commencement of his employment with the Company, subject to (a) continuous employment through such date (or if prior to the 5th anniversary, Mr. Schlosstein's employment is terminated without Cause or for Good Reason or due to his death or Disability (as such terms are defined Mr. Scholsstein's employment agreement) and (b) the satisfaction of the following additional performance conditions: (i) 180,000 shares will be eligible to vest if the stock price closes at or above $20 for 20 consecutive trading days at any time during the 5-year period following the start date; (ii) 180,000 shares will be eligible to vest if the stock price closes at or above $25 (continued in footnote 2)

2. for 20 consecutive trading days at any time during the 5-year period following the start date; (iii) 180,000 shares will be eligible to vest if the stock price closes at or above $30 for 20 consecutive trading days at any time during the 5-year period following the start date; (iv) 180,000 shares will be eligible to vest if the stock price closes at or above $35 for 20 consecutive trading days at any time during the 5-year period following the start date; and (v) 180,000 shares will be eligible to vest if the stock price closes at or above $40 for 20 consecutive trading days at any time during the 5-year period following the start date. 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 uncured material breach of the restrictive covenants.

3. 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.

	/s/ Adam B. Frankel, as Attorney-in-fact	05/26/2009
	** 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 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).
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