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: Bucaille Matthieu (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-26	Restricted Class A Common Stock	M	6424	—	Acquired	193288	Direct
2016-03-01	Restricted Class A Common Stock	M	66884	—	Disposed	126404	Direct
2016-03-01	Class A Common Stock	M	66884	—	Acquired	300311	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-26	Restricted Stock Units	$	A	6424	Acquired		Class A Common Stock (6424)	Direct
2016-02-26	Restricted Stock Units	$	M	6424	Disposed		Restricted Class A Common Stock (6424)	Direct

Footnotes

F1: The reporting person has become eligible for retirement under the Company's RSU Retirement Policy, which is described in the Company's 2015 Proxy Statement. 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") and RSU 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 prior grants of PRSUs and RSUs 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 and RSU awards. The grants were previously reflected in the Company's proxy statements. The PRSUs and RSUs that had been acquired pursuant to the awards had previously been converted into shares of Restricted Class A common stock in connection with the reporting person's retirement eligibility in February 2016, and such shares remained subject to vesting (as described above).

F3: Each RSU represents a contingent right to receive one share of Class A common stock.

F4: Of these RSUs, 1,445 will vest on or around March 1, 2017, 1,967 will vest on or around March 1, 2018 and 3,012 will vest on or around March 1, 2019.

F5: Each RSU represents a contingent right to receive one share of Class A common stock.