SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HYMAN EDWARD S

(Last)

(First)

(Middle)

C/O EVERCORE INC.

55 EAST 52ND STREET, FLOOR 38

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Evercore Inc. [ EVR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chair EPI & Chairman EISI

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class E Units of Evercore LP⁽¹⁾	⁽¹⁾	02/15/2020		M		329,736⁽²⁾		⁽¹⁾	⁽¹⁾	Shares of Class A common stock, par value $0.01 per share	329,736⁽²⁾	$0.00	2,545,205⁽²⁾	I	Shares held in Corporation⁽³⁾
Class J Units of Evercore LP⁽¹⁾	⁽¹⁾	02/15/2020		M			329,736⁽²⁾	⁽¹⁾	⁽¹⁾	Shares of Class A common stock, par value $0.01 per share	329,736⁽²⁾	$0.00	0	I⁽³⁾	Please see footnote⁽³⁾

Explanation of Responses:

1. Pursuant 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.

2. The Reporting Person acquired 329,736 Class E units as a result of the conversion of 329,736 Class J Units on February 15, 2020 and an aggregate of 1,405 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.

3. The Reporting Person holds 2,545,205 Class E Units through ISI Holding Inc. and ISI Holding II, Inc., each of which is a corporation controlled by the Reporting Person. Following the Conversion, the Reporting Person will hold 0 Class J Units.

Remarks:

	/s/ Jason Klurfeld, as Attorney-in-Fact	02/19/2020
	** 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 4 (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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