View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 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*
Pritzker Anthony N
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2009
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
Class A common stock, par value $.01 per share 06/03/2009 A 2,066(1) A $0 4,447 D
Class A common stock, par value $.01 per share 170,000 I See footnote(2)
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. These restricted stock units, which were granted pursuant to the 2006 Evercore Partners Inc. Stock Incentive Plan, will vest on June 3, 2010, subject to accelerated vesting in certain circumstances.
2. These shares are held by New World Opportunity Partners II, LLC, a Delware limited liability company ("NWOP II"), of which Mr. Pritzker is a manager. Mr. Pritzker expressly disclaims beneficial ownership of the shares held by NWOP II except to the extent of any pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that Mr. Pritzker is, for Section 16 purposes or otherwise, the beneficial owner of such shares.
Remarks:
/s/ Adam B. Frankel, as Attorney-in-Fact 06/05/2009
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                     Exhibit 24



          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 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
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 16th day of August, 2006.

            /s/ Curt Hessler
            ----------------------------
            Curt Hessler


            /s/ Francois de St. Phalle
            ----------------------------
            Francois de St. Phalle


            /s/ Anthony N. Pritzker
            ----------------------------
            Anthony N. Pritzker


            /s/ Gail Block Harris
            ----------------------------
            Gail Block Harris