Lazard, Inc. — Director's Dealing 2015

Mar 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2015-03-02

Reporting Person: JACOBS KENNETH M (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-02	Class A common stock	M	252370	—	Acquired	1376289	Direct
2015-03-02	Restricted Class A common stock	M	249193	—	Acquired	249193	Direct
2015-03-02	Restricted Class A common stock	M	128512	—	Disposed	120681	Direct
2015-03-02	Class A common stock	M	128512	—	Acquired	1504801	Direct
2015-03-02	Class A common stock	D	258662	$50.88	Disposed	1246139	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-02	Restricted Stock Units	$	M	151101	Disposed	2015-03-02	Class A common stock (151101)	Direct
2015-03-02	Performance-based Restricted Stock Units	$	M	101269	Disposed	2015-03-02	Class A common stock (101269)	Direct
2015-03-02	Restricted Stock Units	$	M	15518	Disposed		Restricted Class A common stock (15518)	Direct
2015-03-02	Performance-based Restricted Stock Units	$	M	233675	Disposed		Restricted Class A common stock (233675)	Direct

Footnotes

F1: Shares of Class A common stock were acquired upon the vesting of the relevant portion of prior grants of Restricted Stock Units ("RSUs") and Performance-based Restricted Stock Units ("PRSUs") awarded with respect to compensation for 2011 and 2012. These grants were previously reflected in the Company's proxy statements for the relevant years.

F2: As discussed in the Company's 2014 proxy statement, the reporting person would have become eligible for retirement under the Company's RSU Retirement Policy in September 2014. However, the reporting person voluntarily agreed to waive his rights to be treated as retirement eligible in September 2014 for purposes of his RSUs and PRSUs. Instead, the reporting person will not become retirement eligible until his current retention agreement with the Company expires on March 31, 2016. As a result of the foregoing, certain RSUs and PRSUs previously granted to the reporting person have now become subject to taxation, following satisfaction of the applicable performance goals, and have been settled in the form of Restricted Class A common stock. The applicable agreement contemplated that the reporting person would dispose of a portion of such shares (the "Tax Portion") to pay the related taxes, with the remainder subject to vesting until the service requirements are satisfied.

F3: Represents the settlement of the Tax Portion described above.

F4: Represents shares of Class A common stock sold to the Company to cover estimated taxes arising from the vesting of PRSUs and RSUs (as well as the Tax Portion).

F5: Represents the New York Stock Exchange closing price of Class A common stock on February 27, 2015, the trading day immediately preceding the vesting date.

F6: Each RSU, and each PRSU (the performance conditions of which have been satisfied), represented or represents a contingent right to receive one share of Class A common stock.