0001209191-22-008907.txt : 20220211 0001209191-22-008907.hdr.sgml : 20220211 20220211164557 ACCESSION NUMBER: 0001209191-22-008907 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220210 FILED AS OF DATE: 20220211 DATE AS OF CHANGE: 20220211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lee Ji-Yeun CENTRAL INDEX KEY: 0001653457 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36869 FILM NUMBER: 22622005 MAIL ADDRESS: STREET 1: C/O PJT PARTNERS INC. STREET 2: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PJT Partners Inc. CENTRAL INDEX KEY: 0001626115 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 364797143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-364-7800 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Blackstone Advisory Inc. DATE OF NAME CHANGE: 20141120 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-02-10 0 0001626115 PJT Partners Inc. PJT 0001653457 Lee Ji-Yeun C/O PJT PARTNERS INC. 280 PARK AVENUE NEW YORK NY 10017 0 1 0 0 Managing Partner LTIP Units of PJT Partners Holdings LP 2022-02-10 4 A 0 50410 0.00 A Class A Common Stock 50410 755410 D Partnership Units of PJT Partners Holdings LP Class A Common Stock 130000 130000 I By family trust Represents a series of LTIP Units ("Performance LTIPs") of PJT Partners Holdings LP ("PJT Holdings"). These Performance LTIPs are subject to both time and performance vesting conditions. Performance LTIPs satisfy the time-vesting condition with 20% vesting on each of March 1, 2023, 2024, 2025, 2026, and 2027. The performance vesting condition will be satisfied upon the shares of Class A Common Stock of the Issuer achieving certain dividend adjusted volume-weighted average share price ("VWAP") targets over any consecutive 20-day trading period ending on or prior to February 28, 2027, as follows: (a) 50% will be earned upon achieving a 20-day VWAP of $100 per share; and (b) if the 20-day VWAP is between $100 and $130, then the remaining 50% of Performance LTIPs will become earned as shall be determined by linear interpolation between 50% and 100%. Upon the occurrence of specified events, the Performance LTIPs 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, 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/Salvatore Rappa, as Attorney-in-Fact 2022-02-11