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

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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).
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