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PJT (PJT) Form 4: 8,500 units exchanged for cash on Nov 6

Filing Impact
(Very High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

PJT Partners Inc. (PJT): A reporting officer exchanged 8,500 Partnership Units of PJT Partners Holdings LP, effective November 6, 2025. Per the filing, this exchange was settled for cash under the issuer’s Exchange Agreement, which otherwise permits one-for-one exchanges into Class A Common Stock.

Following the transaction, the officer reported 685,236 Partnership Units held directly and 100,000 held indirectly by a family trust. The table lists a $167.7778 price for the derivative security line tied to the exchange. Of the 685,236 units, 33,490 remain subject to previously disclosed time-based vesting conditions through March 1, 2029.

Positive

  • None.

Negative

  • None.

Insights

Cash-settled exchange of 8,500 units; sizable holdings remain.

The officer elected to exchange 8,500 Partnership Units, and the issuer settled the exchange in cash on November 6, 2025. The Exchange Agreement allows quarterly exchanges for cash or, at the issuer’s election, one-for-one Class A shares, but this instance did not result in new share issuance.

Post-transaction, reported derivative holdings are 685,236 units directly and 100,000 indirectly via a family trust, with 33,490 units still subject to time-based vesting through March 1, 2029. The table shows a derivative security price of $167.7778. Overall, this appears administrative; market impact depends on future exchange choices.

Insider Lee Ji-Yeun
Role Managing Partner
Type Security Shares Price Value
Exercise Partnership Units of PJT Partners Holdings LP 8,500 $167.7778 $1.43M
holding Partnership Units of PJT Partners Holdings LP -- -- --
Holdings After Transaction: Partnership Units of PJT Partners Holdings LP — 685,236 shares (Direct); Partnership Units of PJT Partners Holdings LP — 100,000 shares (Indirect, By family trust)
Footnotes (1)
  1. On August 22, 2025, the Reporting Person submitted an Election to Exchange 8,500 Partnership Units of PJT Partners Holdings LP ("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. 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. Effective November 6, 2025, the Reporting Person's Partnership Units were exchanged for cash. Includes Partnership Units that were acquired upon the occurrence of specified vesting events or grants and previously reported as Performance LTIP Units or LTIP Units of PJT Partners Holdings LP. Of the 685,236 Partnership Units reported, 33,490 remain subject to previously disclosed time-based vesting conditions on various dates through March 1, 2029.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Lee Ji-Yeun
(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)
Managing Partner
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025
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
Partnership Units of PJT Partners Holdings LP(1) (2) 11/06/2025 M 8,500(3) (2) (2) Class A Common Stock 8,500 $167.7778 685,236(4) D
Partnership Units of PJT Partners Holdings LP (2) (2) (2) Class A Common Stock 100,000 100,000 I By family trust
Explanation of Responses:
1. On August 22, 2025, the Reporting Person submitted an Election to Exchange 8,500 Partnership Units of PJT Partners Holdings LP ("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 or LTIP Units of PJT Partners Holdings LP. Of the 685,236 Partnership Units reported, 33,490 remain subject to previously disclosed time-based vesting conditions on various dates through March 1, 2029.
/s/ David K.F. Gillis, as Attorney-in-Fact 11/07/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider action was reported for PJT (PJT)?

A reporting officer exchanged 8,500 Partnership Units effective November 6, 2025, and the exchange was settled for cash.

Does the PJT exchange create new shares?

No. While the Exchange Agreement allows one-for-one share exchanges, this transaction was cash-settled.

How many derivative securities does the officer report after the PJT transaction?

685,236 Partnership Units directly and 100,000 indirectly via a family trust.

Are any PJT units still vesting?

Yes. 33,490 of the reported Partnership Units remain subject to time-based vesting through March 1, 2029.

What price appears for the PJT derivative security in the table?

The table lists a derivative security price of $167.7778 tied to the exchange line.

What does the PJT Exchange Agreement permit?

On a quarterly basis, Partnership Units may be exchanged for cash or, at the issuer’s election, one-for-one Class A Common Stock.