Lazard, Inc. — Director's Dealing 2011

Nov 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2011-10-31

Reporting Person: BHUTANI ASHISH (Director, Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-31	Delayed Stock Payment Right	$	J	175599	Disposed	2011-10-31	Class A common stock (175599)	Direct

Footnotes

F1: Pursuant to an Agreement and Plan of Merger dated August 14, 2008 (the "Merger Agreement") among Lazard Asset Management LLC ("LAM"), Lazard Ltd, Laz Sub I, LLC and Lazard Asset Management Limited, (i) the reporting person received an initial payment of cash consideration upon closing of the merger on September 25, 2008 and (ii) on October 31, 2011 the reporting person became entitled to receive (a) the remaining portion of the reporting person's cash consideration in respect of the merger, (b) 167,900 shares (the "Initial Shares") of Lazard Ltd Class A common stock ("Common Stock"), and (c) an additional 7,699 shares of Common Stock, which amount was determined by reference to the cash dividends paid on the Initial Shares after the closing of the merger on September 25, 2008 and prior to October 31, 2011.

F2: Each Delayed Stock Payment Right represented a right to receive one share of Common Stock pursuant to the terms of the Merger Agreement. On October 31, 2011, the reporting person elected to receive cash from the Company in lieu of Common Stock in settlement of the Delayed Stock Payment Rights.

F3: The cash paid in settlement of each Delayed Stock Payment Right was equal to the average closing price of the Common Stock on the two trading days immediately preceding October 31, 2011.