Lazard, Inc. — Director's Dealing 2013

Feb 14, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2012-12-31

Reporting Person: Parr Gary (Former Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-15	Class A common stock	C	150045	—	Acquired	1170547	Direct
2012-12-17	Class A common stock	A	279778	—	Acquired	1450325	Direct
2012-12-17	Class A common stock	D	128698	$29.86	Disposed	1321627	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-15	Class II Interests of LAZ-MD Holdings LLC	$0	C	150045	Disposed		Class A common stock (150045)	Direct
2012-11-23	Restricted Stock Units	$0	A	3500	Acquired		Class A common stock (3500)	Direct
2012-12-17	Restricted Stock Units	$0	M	279778	Disposed		Class A common stock (279778)	Direct
2012-12-27	Restricted Stock Units	$0	A	2998	Acquired		Class A common stock (2998)	Direct

Footnotes

F1: The shares of Class A common stock were acquired upon the exchange of Class II Interests of LAZ-MD Holdings LLC.

F2: The Class II Interests of LAZ-MD Holdings LLC were exchangeable on a one-for-one basis for Class A common stock of Lazard Ltd.

F3: Additional Restricted Stock Units were acquired pursuant to the dividend equivalent reinvestment provisions of the underlying Restricted Stock Unit award.

F4: Each Restricted Stock Unit represents a contingent right to receive one share of Class A common stock.

F5: Of the 3,500 Restricted Stock Units acquired, 1,934 vest on March 1, 2013, 878 vest on March 3, 2014 and 688 vest on March 2, 2015.

F6: The reporting person exchanged 279,778 previously granted Restricted Stock Units that were scheduled to vest on March 1, 2013 for 279,778 shares of restricted Class A common stock that are scheduled to vest on the same date. The restricted Class A common stock is subject to the same general terms and conditions of, and the restrictive covenants that applied to, the Restricted Stock Units exchanged by the reporting person.

F7: The reporting person's receipt of restricted Class A common stock in exchange for the Restricted Stock Units gave rise to a tax on the date of the exchange. The reporting person entered into a forward stock purchase agreement with the Company under which, consistent with past practice, the reporting person agreed to sell to the Company the portion of such restricted Class A common stock representing the amount of such tax. The forward purchase agreement will settle on March 1, 2013 (i.e., the vesting date) at a price of $29.86 per share, which was the New York Stock Exchange closing price of Class A common stock on December 14, 2012.

F8: Of the 2,998 Restricted Stock Units acquired, 1,681 vest on March 3, 2014 and 1,317 vest on March 2, 2015.