11/07/2025 | Press release | Distributed by Public on 11/07/2025 16:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Partnership Units of PJT Partners Holdings LP(1) | (2) | 11/06/2025 | M | 90,000(3) | (2) | (2) | Class A Common Stock | 90,000 | $167.7778 | 5,460,000(4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Taubman Paul J 280 PARK AVENUE NEW YORK, NY 10017 |
X | Chairman and CEO | ||
| /s/ David K.F. Gillis, as Attorney-in-Fact | 11/07/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | In an SEC Form 8-K filed by the Issuer on June 3, 2024, the Issuer previously disclosed that the Reporting Person intended to elect to exchange up to 90,000 Partnership Units of PJT Partners Holdings LP ("Partnership Units") in future quarterly exchange windows, including the Issuer's current quarterly exchange window. On August 20, 2025, the Reporting Person submitted an Election to Exchange 90,000 Partnership Units, with such exchange to be settled for either cash or Class A Common Stock, as determined by the Issuer's Board of Directors. |
| (2) | Subject to the terms of the Issuer's Exchange Agreement, on a quarterly basis, Partnership Units 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. |
| (3) | Effective November 6, 2025, the Reporting Person's Partnership Units were exchanged for cash. |
| (4) | Includes Partnership Units that were acquired upon the occurrence of specified vesting events or grants and previously reported as Performance LTIP Units of PJT Partners Holdings LP. Of the 5,460,000 Partnership Units reported, 400,000 remain subject to previously disclosed time-based vesting conditions through March 1, 2027. |