SEC Form 4 · accession 0001209191-19-011857
Evercore Inc. · EVR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward S Hyman
Officer — Vice Chair EPI & Chairman EISI
Period of report
Feb 15, 2017
Accepted (ET)
Feb 20, 2019 · 9:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001360901
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class E Units of Evercore LPF1,F2,F3 | — | Feb 15, 2017 | A | 179,276 | A | — | — | Shares of Class A common stock, par value $0.01 per share | 179,276 | 2,214,064 | I |
| Class J Units of Evercore LPF1,F3,F4 | — | Jul 26, 2017 | A | 989,212 | A | — | — | Shares of Class A common stock, par value $0.01 per share | 989,212 | 329,736 | I |
| Class E Units of Evercore LPF1,F2,F3 | — | Feb 15, 2019 | M | 329,738 | A | — | — | Shares of Class A common stock, par value $0.01 per share | 329,738 | 2,214,064 | I |
| Class J Units of Evercore LPF1,F2,F3 | — | Feb 15, 2019 | M | 329,738 | D | — | — | Shares of Class A common stock, par value $0.01 per share | 329,738 | 329,736 | I |
Explanation of responses
- F1Pursuant 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.
- F2The 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.
- F3The 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.
- F4On 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.