Lazard, Inc. — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2014-02-18

Reporting Person: Hoffman Scott D (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-18	Class A common stock	M	30607	—	Acquired	102194	Direct
2014-02-18	Class A common stock	D	15732	$45.15	Disposed	86462	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Units	$	M	30607	Disposed	2014-02-18	Class A common stock (30607)	Direct
2014-02-20	Performance-based Restricted Stock Units	$	A	10047	Acquired		Class A common stock (10047)	Direct

Footnotes

F1: Shares of Class A common stock were acquired upon the vesting of Restricted Stock Units.

F2: Represents shares of Class A common stock sold to the Company to cover estimated taxes arising from the vesting of Restricted Stock Units.

F3: Represents the New York Stock Exchange closing price of Class A common stock on the vesting date, February 18, 2014.

F4: Each Restricted Stock Unit, and each Performance-based Restricted Stock Unit (the performance conditions of which have been satisfied), represented or represent, respectively, a contingent right to receive one share of Class A common stock.

F5: Represents the portion of the Performance-based Restricted Stock Units granted on March 12, 2013 for which Lazard Ltd's Compensation Committee has determined satisfaction of, and which are no longer subject to, the applicable performance conditions based on the Company's performance during fiscal year 2013. Does not include Performance-based Restricted Stock Units granted that have performance conditions which have not yet been satisfied.

F6: The Performance-based Restricted Stock Units granted on March 12, 2013 will vest in two tranches: 33.33% on March 2, 2015 and the other 66.67% on March 1, 2016.