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^*

Altman Roger C

(Last)

(First)

(Middle)

C/O EVERCORE PARTNERS INC.

55 EAST 52ND STREET, 43RD FLOOR

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2006

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)
	Chairman, Co-CEO

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 $.01 per share	1	D
Shares of Class B common stock, par value $.01 per share	2	I	Shares of Class B Common Stock held by trust⁽¹⁾
Shares of Class B common stock, par value $.01 per share	1	I	Share of Class B Common Stock held by trust⁽²⁾

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)
Partnership units of Evercore LP	⁽³⁾	⁽³⁾	Shares of Class A common stock, par value $.01 per share	1,737,961	⁽³⁾	D
Partnership units of Evercore LP	⁽³⁾	⁽³⁾	Shares of Class A common stock, par value $.01 per share	1,730,252	⁽³⁾	I	Partnership units held by trust⁽⁴⁾
Partnership units of Evercore LP	⁽³⁾	⁽³⁾	Shares of Class A common stock, par value $.01 per share	7,706	⁽³⁾	I	Partnership units held by trust⁽⁵⁾

Explanation of Responses:

1. These shares of Class B common stock are held in trust for the benefit of Mr. Altman's family. Mr. Altman disclaims beneficial ownership of these shares of Class B common stock, and the filing of this report is not an admission that Mr. Altman is the beneficial owner of these shares of Class B common stock for the purposes of Section 16 or for any other purpose.

2. This share of Class B common stock is held by a grantor retained annuity trust of which Mr. Altman is the investment trustee.

3. Following the amendment and restatement of the certificate of incorporation of Evercore Partners Inc. that will occur prior to the consummation of the initial public offering of its Class A common stock, the Evercore LP partnership units will, subject to certain restrictions in the Evercore LP partnership agreement, be exchangeable on a one-for-one basis for shares of Evercore Partners Inc. Class A common stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

4. These Evercore LP partnership units are held in trust for the benefit of Mr. Altman's family. Mr. Altman disclaims beneficial ownership of these partnership units, and the filing of this report is not an admission that Mr. Altman is the beneficial owner of these partnership units for the purposes of Section 16 or for any other purpose.

5. These Evercore LP partnership units are held by a grantor retained annuity trust of which Mr. Altman is the investment trustee.

	/s/ Adam B. Frankel, as Attorney-in-fact	08/10/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.