Evercore (EVR) Form 5 Evercore / Roger C Altman ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Altman Roger C

(Last) (First) (Middle)

C/O EVERCORE INC.

55 EAST 52ND STREET

(Street)

NEW YORK NY 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Founder and Senior Chairman

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Shares of Class A common stock, par value $0.01 per share	05/22/2019		G(1)	3,615	D	$0.00	185,361	D
Shares of Class A common stock, par value $0.01 per share	05/22/2019		G(1)	1,205	D	$0.00	184,156	D
Shares of Class A common stock, par value $0.01 per share	05/22/2019		G(1)	2,410	D	$0.00	181,746	D
Shares of Class A common stock, par value $0.01 per share	05/22/2019		G(1)	1,205	D	$0.00	180,541	D
Shares of Class A common stock, par value $0.01 per share	05/29/2019		G(1)	4,900	D	$0.00	175,641	D
Shares of Class A common stock, par value $0.01 per share	05/29/2019		G(1)	1,700	D	$0.00	173,941	D
Shares of Class A common stock, par value $0.01 per share	08/23/2019		G(1)	7,200	D	$0.00	166,741	D
Shares of Class A common stock, par value $0.01 per share	08/23/2019		G(1)	2,530	D	$0.00	164,211	D
Shares of Class A common stock, par value $0.01 per share	08/23/2019		G(1)	6,330	D	$0.00	157,881	D
Shares of Class B common stock, par value $0.01 per share			(1)				1	D
Shares of Class B common stock, par value $0.01 per share			(1)				1	I	Share held in trust.(2)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Partnership Units of Evercore LP	(3)						(3)	(3)	Shares of Class A common stock, par value $0.01 per share	366,784		366,784	D
Partnership Units of Evercore LP	(3)						(3)	(3)	Shares of Class A common stock, par value $0.01 per share	287,536		287,536	I	Shares held in trust.(2)

Explanation of Responses:

1. Mr. Altman has made a bona fide gift of these shares of Class A Common Stock to unaffiliated not-for-profit institutions.

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

3. Pursuant to the Restated Certificate of Incorporation of Evercore Inc., Evercore LP partnership units are, subject to certain restrictions in the Evercore LP partnership agreement, exchangeable on a one-to-one basis for shares of Evercore Inc. Class A common stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

Remarks:

	/s/ Jason Klurfeld, as Attorney-in-Fact	01/31/2020
	** 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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