Kievdi Don Cornwell - Jan 19, 2023 Form 3 Insider Report for PJT Partners Inc. (PJT)

Role: Director
Signature: David K.F. Gillis, as Attorney-in-Fact
Stock symbol: PJT
Transactions as of: Jan 19, 2023
Transactions value $: $0
Form type: 3
Date filed: 1/20/2023, 04:30 PM
Next filing: Jan 23, 2023

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
holding	PJT	Restricted Stock Units							Jan 19, 2023	Class A Common Stock	83.5K		Direct	F1, F2
holding	PJT	Partnership Units of PJT Partners Holdings LP							Jan 19, 2023	Class A Common Stock	54.9K		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Restricted stock units granted by the Issuer to the Reporting Person as long-term incentive awards. A portion of the restricted stock units will vest on March 1, 2023, 2025, 2026, and 2027. The remainder ("Performance Share Units") are subject to both time and performance vesting conditions. Performance Share Units 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	Each restricted stock unit represents a contingent right to receive one share of Issuer Class A Common Stock.
F3	Subject to the terms of the Issuer's Exchange Agreement, on a quarterly basis, Partnership Units of PJT Partners Holdings LP 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. These Partnership Units of PJT Partners Holdings LP are vested.
F4	In connection with Mr. Cornwell's transition from a partner of the Issuer to a member of the Issuer's Board of Directors, Mr. Cornwell submitted these Partnership Units for exchange pursuant to the Issuer's Exchange Agreement in late 2022. To satisfy certain timing requirements, the exchange of these Partnership Units will be effected on or about February 9, 2023.