SEC FORM 3 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*
WEINBERG JOHN S

(Last) (First) (Middle)
C/O EVERCORE PARTNERS INC.
55 EAST 52ND STREET, FLOOR 38

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2016
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)
Executive Chairman
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 $0.01 per share 1 D
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
Restricted Stock Units (1) (1) Shares of Class A common stock, par value $0.01 per share 900,000 (2) D
Partnership Units of Evercore LP (3) (3) Shares of Class A common stock, par value $0.01 per share 400,000 (4) D
Explanation of Responses:
1. These Restricted Stock Units are scheduled to vest 18% on December 31, 2016, 14% on March 1, 2018 and each of the first three anniversaries thereof, and 26% on March 1, 2022, subject to the Reporting Person's continuous service through the applicable vesting dates and subject to accelerated vesting upon a change in control or in connection with specified termination events.
2. Each Restricted Stock Unit represents the contingent right to receive one share of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock") or, at the election of the Company, a cash payment equal to the value thereof.
3. These Evercore LP partnership units are subject to both service vesting conditions and performance vesting conditions and will vest only upon both the Reporting Person's continued service through March 1, 2022 and the Company's achievement of a specified average stock price for the Company's Class A Common Stock prior to such date, subject to accelerated vesting upon a change in control or in connection with specified termination events.
4. Upon vesting as described in footnote (3) above, these Evercore LP partnership units are, pursuant to the Certificate of Incorporation of Evercore Partners Inc. and, subject to certain restrictions in the Evercore LP partnership agreement, exchangeable on a one-for-one basis for shares of the Company's Class A Common Stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ John S. Weinberg 11/23/2016
** 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).
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.
                               POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Robert B. Walsh, Adam B. Frankel, Paul Pensa, Ken Masotti, Jason
Klurfeld and Michael Riordan, signing singly, the undersigned's true and lawful
attorney-in-fact to:

    (1) execute for and on behalf 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,
        as amended, and the rules thereunder;

    (2) do and perform any and all acts for and on behalf 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, the
        undersigned, it being understood that  the documents executed by such
        attorney-in-fact on behalf 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.

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. 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 the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended, or the rules
thereunder.

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

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 23rd day of November 2016.



                                    By: 	/s/ John S. Weinberg
                                        -------------------------------
                                    Name:  	John S. Weinberg