Lazard, Inc. — Director's Dealing 2016

Feb 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2016-02-24

Reporting Person: Bucaille Matthieu (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-24	Restricted Class A common stock	M	21536	—	Acquired	186864	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-24	Performance-based Restricted Stock Units	$	A	21536	Acquired		Class A common stock (21536)	Direct
2016-02-24	Performance-based Restricted Stock Units	$	M	21536	Disposed		Restricted Class A common stock (21536)	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 Performance-based Restricted Stock Units ("PRSUs") that were previously granted to the reporting person are no longer subject to the service-based vesting requirements contained in the underlying award agreements. Such PRSUs (for which the performance conditions have been satisfied) have now 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: Amount excludes 233,427 shares of Class A common stock of Lazard Ltd beneficially owned by the reporting person.

F3: Represents prior grants of PRSUs awarded with respect to compensation for 2013 and 2014 for which performance conditions have been satisfied. These grants were previously reflected in Lazard Ltd's proxy statements for the relevant years.

F4: Each PRSU (the performance conditions of which have been satisfied) represents a contingent right to receive one share of Class A common stock of Lazard Ltd.