[Form 4] PJT Partners Inc. Insider Trading Activity

Rhea-AI Filing Summary

PJT Partners Inc. (NYSE: PJT) filed a Form 4 on 20 Jun 2025 disclosing insider activity by General Counsel David Adam Travin.

On 18 Jun 2025, Travin acquired 21 restricted stock units (RSUs) classified as dividend-equivalent rights that automatically accrue when the company pays a dividend. Each RSU represents the contingent right to receive one share of Class A common stock. The units were acquired at $0 cost under transaction code “A,” indicating an acquisition rather than a sale.

Following the transaction, Travin now beneficially owns 12,389 derivative securities (RSUs) held directly. No open-market purchases, sales, or option exercises of common stock were reported, and there were no changes to indirect ownership.

The reported amount represents a ~0.17 % incremental increase to Travin’s previously reported 12,368 RSUs and is immaterial relative to PJT’s 39 million outstanding shares. While the filing shows continued equity alignment by a senior officer, the transaction’s small size means it is unlikely to influence the company’s valuation or liquidity profile.

Insights

Securities Analyst

TL;DR: Minor RSU accrual; no valuation impact, signals routine dividend-equivalent adjustment.

The acquisition of 21 RSUs at zero cost is a mechanical dividend-equivalent adjustment rather than a discretionary insider buy. Travin’s total derivative holdings rise to 12,389 units, still de-minimis versus PJT’s float. Because the transaction neither injects cash nor alters common-stock supply, portfolio managers should view it as housekeeping. No insights into future earnings or capital strategy can be inferred.

Corporate Governance Expert

TL;DR: Filing maintains transparency; aligns insider with shareholders, but scale is negligible.

Form 4 compliance within two business days reinforces governance standards. Dividend-equivalent RSUs ensure insiders receive the same economic treatment as shareholders, sustaining incentive alignment. However, 21 units do not materially increase ownership concentration or alter voting power. Governance risk profile remains unchanged.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Travin David Adam

(Last) (First) (Middle)

280 PARK AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PJT Partners Inc. [ PJT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/18/2025		A(2)		21		(2)	(2)	Class A Common Stock	21	$0	12,389	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer Class A common stock.

2. Represents dividend equivalent rights in connection with the Issuer's dividend that accrue to the reporting person in restricted stock units that vest at the same time(s) as the underlying restricted stock units.

	/s/ David K.F. Gillis	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What did PJT's General Counsel report in the 20 Jun 2025 Form 4?

He acquired 21 restricted stock units on 18 Jun 2025 through dividend-equivalent rights.

How many PJT derivative securities does David Adam Travin now hold?

After the transaction, he beneficially owns 12,389 RSUs.

Was any PJT common stock bought or sold in this filing?

No. The filing only lists RSUs; no open-market purchases or sales of common shares were reported.

What was the transaction price for the 21 RSUs?

The RSUs were acquired at $0, reflecting automatic dividend-equivalent issuance.

Does this Form 4 have a material impact on PJT’s share count?

No. 21 RSUs are immaterial relative to PJT’s ~39 million shares outstanding.