Edgar Filing: HYMAN EDWARD S

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 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 INC., 55 EAST 52ND STREET, FLOOR 38

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2017

(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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⁾

⁽¹⁾

02/15/2017

179,276 ⁽²⁾

⁽¹⁾

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

179,276 ⁽²⁾

$ 0

2,214,064 ⁽²⁾ ⁽³⁾

Shares held in Corporation ⁽³⁾

Class J Units of Evercore LP ⁽¹⁾

⁽¹⁾

07/26/2017

989,212 ⁽³⁾ ⁽⁴⁾

⁽¹⁾

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

989,212 ⁽⁴⁾

$ 0

329,736 ⁽³⁾ ⁽⁴⁾

Shares held in Corporation ⁽³⁾

Class E Units of Evercore LP ⁽¹⁾

⁽¹⁾

02/15/2019

329,738 ⁽²⁾

⁽¹⁾

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

329,738 ⁽²⁾

$ 0

2,214,064 ⁽²⁾ ⁽³⁾

Shares held in Corporation ⁽³⁾

Class J Units of Evercore LP ⁽¹⁾

⁽¹⁾

02/15/2019

329,738 ⁽²⁾

⁽¹⁾

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

329,738 ⁽²⁾

$ 0

329,736 ⁽²⁾ ⁽³⁾

Shares held in Corporation ⁽³⁾

Reporting Owners

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

Signatures

/s/ Jason Klurfeld, as Attorney-in-Fact		02/20/2019
^**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)	Pursuant to the Certificate of Incorporation of Evercore Inc. and the Seventh Amended and Restated Limited Partnership Agreement of Evercore LP (the "LP Agreement"), as specified in the terms and conditions of the LP Agreement, Class E Units are, subject to certain restrictions, exchangeable on a one-for-one basis, without the payment of any consideration, into Class A common stock on quarterly exchange dates. Pursuant to the LP Agreement, Class J Units are convertible into Class E Units, without the payment of any consideration, on the occurrence of specified conversion dates pursuant the LP Agreement.
(2)	The Reporting Person acquired 179,276 Class E Units on February 15, 2017 as a result of the conversion of Class G Interests of Evercore LP due to the achievement of financial performance targets for Evercore's equity sales, trading and research business, 329,738 Class E units as a result of the conversion of 329,738 Class J Units on February 15, 2018, 329,738 Class E Units as a result of the conversion of 329,738 Class J Units on February 15, 2019 and an aggregate of 12,816 Class E Units as a result of internal reallocations of Evercore LP Units following the departure of Evercore LP partners pursuant to the terms and conditions of the LP Agreement.
(3)	The Reporting Person holds 2,214,064 Class E Units and 329,736 Class J Units through ISI Holding Inc. and ISI Holding II, Inc., each of which is a corporation controlled by the Reporting Person.
(4)	On July 26, 2017, the Class H Interests of Evercore LP previously held by the Reporting Person were converted by Evercore LP into Class J Units, without the payment of any consideration. As a result, and following subsequent internal reallocations of 22,854 Class J Units following the departure of Evercore LP partners pursuant to the terms and conditions of the LP Agreement, the Reporting Person ultimately acquired 989,212 Class J Units.

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