Paul J. Taubman - Feb 10, 2022 Form 4 Insider Report for PJT Partners Inc. (PJT)

Role
Chairman and CEO, Director
Signature
/s/Salvatore Rappa, as Attorney-in-Fact
Stock symbol
PJT
Transactions as of
Feb 10, 2022
Transactions value $
$0
Form type
4
Date filed
2/11/2022, 03:45 PM
Next filing
Sep 2, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PJT LTIP Units of PJT Partners Holdings LP Award $0 +1M +19.05% $0.00 6.25M Feb 10, 2022 Class A Common Stock 1M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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%.
F2 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.
F3 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.