Lazard, Inc. — Director's Dealing 2016

Mar 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2016-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-26	Restricted Class A Common Stock	M	19996	—	Acquired	212494	Direct
2016-03-01	Restricted Class A Common Stock	M	102953	—	Disposed	109541	Direct
2016-03-01	Class A Common Stock	M	102953	—	Acquired	764813	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-26	Restricted Stock Units	$	A	19996	Acquired		Class A Common Stock (19996)	Direct
2016-02-26	Restricted Stock Units	$	M	19996	Disposed		Restricted Class A Common Stock (19996)	Direct

Footnotes

F1: As described in the Company's 2015 Proxy Statement, in 2014 the reporting person voluntarily postponed his right become eligible for retirement under the Company's RSU Retirement Policy until March 31, 2016. As a result of the foregoing, certain Restricted Stock Units ("RSUs") that were acquired pursuant to the dividend equivalent reinvestment provisions of underlying Performance-based Restricted Stock Unit ("PRSU") awards have become subject to taxation and have been settled in the form of Restricted Class A common stock. The Restricted Class A common stock, excluding any portion that the reporting person may be permitted to sell solely in order to pay the related taxes (in accordance with the applicable award agreements), will remain subject to all restrictive covenants contained in the underlying award agreements until the original vesting dates set forth in the award agreements.

F2: Shares of unrestricted Class A common stock were acquired upon the vesting of the relevant portion of a prior grant of PRSUs awarded with respect to compensation for 2012, including certain RSUs that had been acquired pursuant to the dividend equivalent reinvestment provisions of the underlying PRSU award. The grant was previously reflected in the Company's proxy statements. The PRSUs and RSUs that had been acquired pursuant to the award had previously been converted into shares of Restricted Class A common stock, and such shares remained subject to vesting (as described above).

F3: Amount excludes 584,279 shares of Class A common stock indirectly beneficially owned by the reporting person.

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

F5: Of these RSUs, 4,222 will vest on or around March 1, 2017, 5,908 will vest on or around March 1, 2018 and 9,866 will vest on or around March 1, 2019.

F6: Each RSU represents a contingent right to receive one share of Class A common stock.