SEC Form 5 · accession 0001209191-16-097999
PJT Partners Inc. · PJT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James W Cuminale
Officer — General Counsel
Period of report
Dec 31, 2015
Accepted (ET)
Feb 12, 2016 · 3:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001626115
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Founder LTIP Units of PJT Partners Holdings LPF1,F2 | — | Nov 22, 2015 | G | 100,000 | D | — | — | Class A Common Stock | 100,000 | 0 | D |
| LTIP Units of PJT Partners Holdings LPF2,F3 | — | Nov 22, 2015 | G | 75,000 | D | — | — | Class A Common Stock | 75,000 | 0 | D |
| Founder LTIP Units of PJT Partners Holdings LPF4,F1,F2 | — | Nov 22, 2015 | G | 100,000 | A | — | — | Class A Common Stock | 100,000 | 100,000 | I |
| LTIP Units of PJT Partners Holdings LPF4,F2,F3 | — | Nov 22, 2015 | G | 75,000 | A | — | — | Class A Common Stock | 75,000 | 75,000 | I |
Explanation of responses
- F1Represents a series of LTIP Units ("Founder LTIP Units") of PJT Partners Holdings LP ("PJT Holdings"). These Founder LTIP Units generally vest as follows: (a) 20% vest on October 9, 2017, (b) 30% vest on October 9, 2018, and (c) 50% vest on October 9, 2019. Upon the occurrence of specified events, these Founder LTIP Units can automatically be converted into Partnership Units of PJT Holdings on a one-for-one basis.
- F2Upon the occurrence of specified events, the LTIP Units reported herein can automatically be converted into Partnership Units of PJT Holdings on a one-for-one basis. Subject to the terms of an exchange agreement, on a quarterly basis, from and after October 1, 2016, the partnership units of PJT Holdings may be exchanged for cash or, at the election of the Issuer, shares of Class A common stock of the Issuer on a one-for-one basis.
- F3Represents a series of LTIP Units ("Earn-Out Units") of PJT Holdings. Earn-Out Units are subject to both time and performance vesting. Earn Out Units generally satisfy the time-vesting requirement with 20% vesting on October 9, 2017, 30% vesting on October 9, 2018 and 50% vesting on October 9, 2019. The performance vesting requirement will be satisfied upon the publicly traded Class A shares of the Issuer achieving certain volume-weighted average share price ("VWAP") targets over any consecutive 30-day trading period ending prior to October 1, 2021 as follows: (a) 20% will be earned upon achieving a VWAP trading price of $48 per share; (b) 20% will be earned upon achieving a VWAP trading price of $55 per share; (c) 20% will be earned upon achieving a VWAP trading price of $63 per share; (d) 20% will be earned upon achieving a VWAP trading price of $71 per share; and (e) 20% will be earned upon achieving a VWAP trading price of $79 per share.
- F4These securities are held by the Family LLC which is owned by the Reporting Person and a family trust for which the Reporting Person's wife and daughter are the sole beneficiaries. The Reporting Person disclaims beneficial ownership of the securities held by the Family LLC except to the extent of his pecuniary interest therein.