Lazard, Inc. — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2017-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	Restricted Class A Common Stock	M	274109	—	Acquired	395533	Direct
2017-02-23	Restricted Class A Common Stock	D	141359	$43.04	Disposed	254174	Direct
2017-02-24	Restricted Class A Common Stock	M	18749	—	Acquired	272923	Direct
2017-02-24	Restricted Class A Common Stock	D	9668	$42.58	Disposed	263255	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	Performance-based Restricted Stock Units	$	A	274109	Acquired		Class A Common Stock (274109)	Direct
2017-02-23	Performance-based Restricted Stock Units	$	M	274109	Disposed		Restricted Class A Common Stock (274109)	Direct
2017-02-24	Restricted Stock Units	$	A	24393	Acquired		Class A Common Stock (24393)	Direct
2017-02-24	Restricted Stock Units	$	M	18749	Disposed		Restricted Class A Common Stock (18749)	Direct

Footnotes

F1: The reporting person is eligible for retirement under the Company's RSU Retirement Policy, which is described in the Company's 2016 Proxy Statement. The performance conditions for certain Performance-based Restricted Stock Units ("PRSUs") that were previously granted to the reporting person have been satisfied and such PRSUs have now become Restricted Stock Units ("RSUs"), which remain subject to all restrictive covenants contained in the underlying award agreements until the original vesting dates set forth therein. As a result of the reporting person's retirement eligibility, the RSUs are subject to taxation and have been settled in the form of Restricted Class A Common Stock. The Restricted Class A Common Stock, excluding the portion that the reporting person is permitted to sell in order to pay the related taxes (in accordance with the applicable award agreements), will remain subject to all restrictive covenants as described above.

F2: Represents shares of Class A Common Stock sold to the Company to cover estimated taxes arising from the settlement of PRSUs or RSUs, as applicable.

F3: Represents the New York Stock Exchange closing price of Class A Common Stock on the trading day immediately preceding the settlement date of the PRSUs and RSUs referenced in Footnote (2).

F4: RSUs granted to the reporting person pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards have become subject to taxation and have been settled in the form of Restricted Class A Common Stock, which remains subject to all restrictive covenants contained in the underlying award agreements until the original vesting dates set forth therein.

F5: Amount excludes 1,349,092 shares of Class A Common Stock directly or indirectly beneficially owned by the reporting person.

F6: Represents prior grants of PRSUs awarded with respect to compensation for 2013, 2014 and 2015 for which performance conditions have been satisfied. The grants were previously reflected in the Company's proxy statements for the relevant years.

F7: Each PRSU (the performance conditions of which have been satisfied) represents a contingent right to receive one share of Class A Common Stock.

F8: Additional RSUs were acquired pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards.

F9: Each RSU represents a contingent right to receive one share of Class A Common Stock.

F10: Of these RSUs, 6,962 will vest on or around March 1, 2017, 3,653 will vest on or around March 1, 2018, 8,134 will vest on or around March 1, 2019 and 5,644 will vest on or around March 2, 2020. As discussed in Footnote (2) above, the reporting person was permitted to sell a portion of the shares of Class A Common Stock underlying these RSUs in order to cover the estimated taxes.