X0206 3 2015-10-01 0 0001626115 PJT Partners Inc. PJT 0001039833 CUMINALE JAMES W C/O PJT PARTNERS INC., 280 PARK AVENUE NEW YORK NY 10017 0 1 0 0 General Counsel Class A Common Stock 5000 D Class B Common Stock 1 D Founder LTIP Units of PJT Partners Holdings LP Class A Common Stock 100000 D LTIP Units of PJT Partners Holdings LP Class A Common Stock 75000 D Represents a series of LTIP Units ("Founder LTIP Units") of PJT Partners Holdings LP ("PJT Holdings"). These Founder LTIP Units generally vest as follows: (a) 20% vest on October 9, 2017, (b) 30% vest on October 9, 2018, and (c) 50% vest on October 9, 2019. Upon the occurrence of specified events, these Founder LTIP Units can automatically be converted into Partnership Units of PJT Holdings on a one-for-one basis. Represents a series of LTIP Units ("Earn-Out Units") of PJT Holdings. Earn-Out Units are subject to both time and performance vesting. Earn Out Units generally satisfy the time-vesting requirement with 20% vesting on October 9, 2017, 30% vesting on October 9, 2018 and 50% vesting on October 9, 2019. The performance vesting requirement will be satisfied upon the publicly traded Class A shares of the Issuer achieving certain volume-weighted average share price ("VWAP") targets over any consecutive 30-day trading period ending prior to October 1, 2021 as follows: (a) 20% will be earned upon achieving a VWAP trading price of $48 per share; (b) 20% will be earned upon achieving a VWAP trading price of $55 per share; (c) 20% will be earned upon achieving a VWAP trading price of $63 per share; (d) 20% will be earned upon achieving a VWAP trading price of $71 per share; and (e) 20% will be earned upon achieving a VWAP trading price of $79 per share. Upon the occurrence of specified events, the LTIP Units reported herein can automatically be converted into Partnership Units of PJT Holdings on a one-for-one basis. Subject to the terms of an exchange agreement, on a quarterly basis, from and after October 1, 2016, the partnership units of PJT Holdings may be exchanged for cash or, at the election of the Issuer, shares of Class A common stock of the Issuer on a one-for-one basis. /s/ James Cuminale 2015-10-13