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: BHUTANI ASHISH (Director, CEO of Lazard Asset Management)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Class A Common Stock	M	139356	—	Acquired	519782	Direct
2016-03-01	Class A Common Stock	F	71866	$35.18	Disposed	447916	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-26	Restricted Stock Units	$	A	19809	Acquired		Class A Common Stock (19809)	Direct
2016-03-01	Restricted Stock Units	$	M	14925	Disposed	2016-03-01	Class A Common Stock (14925)	Direct
2016-03-01	Performance-based Restricted Stock Units	$	M	124431	Disposed	2016-03-01	Class A Common Stock (124431)	Direct

Footnotes

F1: Shares of Class A common stock were acquired upon the vesting of the relevant portion of a prior grant of Performance-based Restricted Stock Units ("PRSUs") awarded with respect to compensation for 2012, including certain Restricted Stock Units ("RSUs") that had been acquired pursuant to the dividend equivalent reinvestment provisions of the underlying PRSU award. The grant was previously reflected in Lazard Ltd's proxy statements.

F2: Represents shares of Class A common stock withheld by the Company to cover estimated taxes arising from the vesting of PRSUs.

F3: Represents the New York Stock Exchange closing price of Class A common stock on February 29, 2016, the trading day immediately preceding the vesting date.

F4: Additional RSUs were acquired pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards.

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

F6: Of these RSUs, 6,026 vested on March 1, 2016, 3,694 will vest on or around March 1, 2017, 3,374 will vest on or around March 1, 2018 and 6,715 will vest on or around March 1, 2019.

F7: 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.