Sec Form 4 Filing - HYMAN EDWARD S @ Evercore Inc. - 2022-02-24

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HYMAN EDWARD S 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 EVR & Chairman EISI (Last) (First) (Middle) C/O EVERCORE INC., 55 EAST 52ND STREET, FLOOR 38 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2022 (Street) NEW YORK, NY10055 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Shares of Class A common stock, par value $0.01 per share 02/24/2022 C 2,545,205 A 2,602,417( 1 )( 3 ) I Shares held in Corporation( 4 ) Shares of Class A common stock, par value $0.01 per share 02/24/2022 J( 1 ) 458,137 D 2,144,280( 1 ) D( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class E Units of Evercore LP ( 1 ) 02/24/2022 C 2,545,205 ( 1 )( 2 ) ( 1 )( 2 ) Shares of Class A common stock, par value $0.01 per share 2,545,205( 1 ) ( 1 ) 0( 1 ) I Shares held in Corporation( 4 ) Class A Units of Evercore LP ( 2 ) ( 2 ) ( 2 ) Class A Units of Evercore LP ( 2 ) 1,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HYMAN EDWARD S C/O EVERCORE INC. 55 EAST 52ND STREET, FLOOR 38 NEW YORK, NY10055 Vice Chair EVR & Chairman EISI Signatures /s/ Jason Klurfeld, as Attorney-in-Fact 02/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 24, 2022, ISI Holding Inc. ("ISI Holding") exercised its existing conversion rights under the terms of the Seventh Amended and Restated Partnership Agreement of Evercore L.P. (the "LP Agreement") to exchange all 2,545,205 of the Evercore L.P. Class E Units owned by it for 2,545,205 shares of Class A common stock of Evercore Inc. Immediately following the exchange, ISI Holding distributed the Class A common stock of Evercore Inc. received in the exchange to its stockholders (including the Reporting Person) in accordance with their ownership interests in ISI Holding. As a result of the distribution, 2,087,068 shares of Class A common stock were distributed to the Reporting Person directly, and 458,137 shares of Class A common stock were distributed to an individual who is not a related person of the Reporting Person. ( 2 )Pursuant to the Certificate of Incorporation of Evercore Inc. and 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 shares of Class A common stock. ( 3 )Includes Shares of Class A Common Stock and unvested restricted stock units. ( 4 )The Reporting Person held the shares and/or LP Units (as applicable) through ISI Holding Inc., which was a corporation controlled by the Reporting Person.

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).

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