Lazard, Inc. — Director's Dealing 2016

Feb 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2016-02-08

Reporting Person: Bucaille Matthieu (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-08	Restricted Class A common stock	M	82380	—	Acquired	82380	Direct
2016-02-08	Restricted Class A common stock	M	82948	—	Acquired	165328	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-08	Restricted Stock Units	$	M	82380	Disposed		Restricted Class A common stock (82380)	Direct
2016-02-08	Restricted Stock Units	$	M	82948	Disposed		Restricted Class A common stock (82948)	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 RSUs, and certain PRSUs for which the performance conditions have been satisfied, 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 RSUs and 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: As discussed in the Company's 2015 Proxy Statement, the reporting person received a special RSU award in 2011 in connection with his appointment as Chief Financial Officer. The special RSU award will vest on March 1, 2019. The Company's RSU Retirement Policy is not applicable to the special RSU award. The RSUs granted under the special RSU award have been settled in the form of Restricted Class A common stock, which continues to be subject to all restrictive covenants and all service-based vesting requirements set forth in the original award agreement until March 1, 2019.

F3: Amount excludes 233,427 shares of Class A common stock of Lazard Ltd beneficially owned by the reporting person.