Lazard, Inc. — Director's Dealing 2018

Dec 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2018-12-24

Reporting Person: Hoffman Scott D (CAO and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-24	Restricted Class A Common Stock	M	48321	—	Acquired	48321	Direct
2018-12-24	Restricted Class A Common Stock	M	25308	—	Acquired	73629	Direct
2018-12-24	Restricted Class A Common Stock	M	38863	—	Disposed	34766	Direct
2018-12-24	Class A Common Stock	M	38863	—	Acquired	127597	Direct
2018-12-24	Class A Common Stock	D	38863	$34.80	Disposed	88734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-24	Performance-based Restricted Stock Units	$	M	48321	Disposed		Restricted Class A Common Stock (48321)	Direct
2018-12-24	Restricted Stock Units	$	M	25308	Disposed		Restricted Class A Common Stock (25308)	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 2018 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) are being treated as 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 is 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: Represents the portion of the Restricted Class A Common Stock that the reporting person is permitted to sell solely in order to pay the related taxes (in accordance with the applicable award agreements).

F3: Represents shares of Class A Common Stock sold to the Company to cover estimated taxes arising from the settlement of PRSUs and RSUs.

F4: Represents the New York Stock Exchange closing price of Class A Common Stock on December 21, 2018, the trading day immediately preceding the settlement date of the PRSUs and RSUs referenced in Footnote (1).

F5: Represents prior grants of PRSUs awarded with respect to compensation for 2015 and 2016 for which performance conditions have been satisfied. These grants were previously reflected in the Company's proxy statements for the relevant years.

F6: Represents RSUs previously acquired pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards.