SEC Form 4 · accession 0001209191-18-007671
Evercore Inc. · EVR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ralph Schlosstein
Officer — President and CEO · Director
Period of report
Feb 1, 2018
Accepted (ET)
Feb 5, 2018 · 7:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001360901
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Shares of Class A common stock, par value $0.01 per shareF1,F2 | Feb 1, 2018 | C | 100,000 | — | A | 100,000 | I | Shares held in trust. |
| Shares of Class A common stock, par value $0.01 per shareF1 | Feb 1, 2018 | C | 200,000 | — | A | 317,508 | D | |
| Shares of Class A common stock, par value $0.01 per shareF3,F2 | Feb 1, 2018 | S | 25,000 | $101.6509 | D | 75,000 | I | Shares held in trust. |
| Shares of Class A common stock, par value $0.01 per shareF4,F2 | Feb 2, 2018 | S | 12,800 | $100.0721 | D | 62,200 | I | Shares held in trust. |
| Shares of Class B common stock, par value $0.01 per share | holding | — | — | — | 1 | D | ||
| Shares of Class B common stock, par value $0.01 per shareF2 | holding | — | — | — | 1 | I | Share held in trust. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership units of Evercore LPF1,F2,F5 | — | Feb 1, 2018 | C | 100,000 | D | — | — | Shares of Class A common stock, par value $0.01 per share | 100,000 | 100,000 | I |
| Partnership units of Evercore LPF1,F5 | — | Feb 1, 2018 | C | 200,000 | D | — | — | Shares of Class A common stock, par value $0.01 per share | 200,000 | 500,000 | D |
Explanation of responses
- F1Shares of Class A common stock were acquired upon exchange of Evercore LP partnership units, in accordance with the Evercore LP partnership agreement.
- F2These securities are held in trust for the benefit of Mr. Schlosstein's family. Mr. Schlosstein disclaims beneficial ownership of these securities and the filing of this report is not an admission that Mr. Schlosstein is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.
- F3This price represents the approximate weighted average price per share of Class A common stock of sales that were executed at prices ranging from approximately $101.50 to $101.85 per share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares of Class A common stock sold at each price.
- F4This price represents the approximate weighted average price per share of Class A common stock of sales that were executed at prices ranging from approximately $100.00 to $100.39 per share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares of Class A common stock sold at each price.
- F5Pursuant to the Restated Certificate of Incorporation of Evercore Inc., Evercore LP partnership units are, subject to certain restrictions in the Evercore LP partnership agreement, exchangeable on a one-to-one basis for shares of Evercore Inc. Class A common stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.