Entry into a Material Definitive

On July26, 2017, Evercore Partners Inc. (Evercore), as general partner of Evercore LP, a Delaware limited partnership and subsidiary of Evercore (the Partnership), entered into the Sixth Amended and Restated Limited Partnership Agreement (the LP Agreement) with the Limited Partners (as defined therein), which amends the terms of previously issued ClassH interests to become ClassJ units of the Partnership.

ClassH interests were issued in 2014 by the Partnership in connection with the acquisition of the operating businesses of International Strategy& Investment and the purchase by the Partnership of the portion of its Institutional Equities business that it did not then own. ClassH interests would have converted into a number of ClassE units of the Partnership in February of 20 18, 2019 and 2020 depending on the performance of the Evercore ISI business.

Pursuant to the LP Agreement, all outstanding ClassH interests have now been exchanged for ClassJ units at a rate of 0.47 ClassJ units for each ClassH interest held. As a result, no ClassH interests remain outstanding. ClassJ interests differ from ClassH interests in that they do not contain performance conditions and instead convert into ClassE units of the Partnership on a

one-for-one

basis in

one-third

installments in February of 2018, 2019 and 2020. ClassJ units have the same vesting and delivery schedule, acceleration and forfeiture triggers, and distribution rights as the ClassH interests.

Following conversion, each ClassE unit can be exchanged for one share of Evercore ClassA common stock, subject to timing and other limitations.

In connection with the amendment of ClassH interests to become ClassJ units, each holder of Class J units will be issued one share of Evercore ClassB common stock, which will entitle each holder to one vote on all matters submitted generally to holders of ClassA and ClassB common stock for each ClassE unit and ClassJ unit held.

The foregoing summary of the LP Agreement is qualified in its entirety by the full text of the LP Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated by reference herein.

Item9.01

Financial Statements and Exhibits.

(d) Exhibits

10.1

Sixth Amended and Restated Limited Partnership Agreement of Evercore LP, dated as of July26, 2017, by and among Evercore Partners Inc., as general partner, and the Limited Partners (as defined therein) of the Partnership.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

EVERCORE PARTNERS INC.

By:

/s/ Adam B. Frankel

Name:

Adam B. Frankel

Title:

General Counsel

Dated: July 28, 2017

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