Lazard, Inc. — Director's Dealing 2018

Feb 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2018-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-22	Restricted Class A Common Stock	M	170633	—	Acquired	221255	Direct
2018-02-22	Restricted Class A Common Stock	F	90813	$53.59	Disposed	130442	Direct
2018-02-23	Restricted Class A Common Stock	M	10420	—	Acquired	140862	Direct
2018-02-23	Restricted Class A Common Stock	F	5547	$53.18	Disposed	135315	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-22	Performance-based Restricted Stock Units	$	A	170633	Acquired		Class A Common Stock (170633)	Direct
2018-02-22	Performance-based Restricted Stock Units	$	M	170633	Disposed		Restricted Class A Common Stock (170633)	Direct
2018-02-23	Restricted Stock Units	$	A	13422	Acquired		Class A Common Stock (13422)	Direct
2018-02-23	Restricted Stock Units	$	M	10420	Disposed		Restricted Class A Common Stock (10420)	Direct

Footnotes

F1: The reporting person is eligible for retirement under the Company's RSU Retirement Policy, which is described in the Company's 2017 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 and sales restrictions 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 required to be withheld 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 retained by the Company to cover taxes required to be withheld in connection with the settlement of RSUs.

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 applicable RSUs.

F4: Certain 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. The Restricted Class A Common Stock, excluding the portion required to be withheld in order to pay the related taxes (in accordance with the applicable award agreement), will remain subject to all restrictive covenants and sales restrictions contained in the underlying award agreements until the original vesting dates set forth therein.

F5: Amount excludes 523,456 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 2014, 2015 and 2016 for which performance conditions have been satisfied. The grants were previously reflected in the Company's proxy statements covering 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, 3,434 will vest on or around March 1, 2018, 3,578 will vest on or around March 1, 2019, 3,408 will vest on or around March 1, 2020 and 3,002 will vest on or around March 1, 2021.