Lazard, Inc. — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2019-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-01	Class A Common Stock	M	8050	—	Acquired	1086411	Direct
2019-03-01	Restricted Class A Common Stock	M	5986	—	Acquired	318089	Direct
2019-03-01	Restricted Class A Common Stock	M	3161	—	Disposed	314928	Direct
2019-03-01	Class A Common Stock	M	3161	—	Acquired	1089572	Direct
2019-03-01	Class A Common Stock	D	7410	$37.43	Disposed	1082162	Direct
2019-03-01	Restricted Class A Common Stock	M	237645	—	Disposed	77283	Direct
2019-03-01	Class A Common Stock	M	237645	—	Acquired	1319807	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-01	Restricted Stock Units	$	A	14036	Acquired		Class A Common Stock (14036)	Direct
2019-03-01	Restricted Stock Units	$	M	8050	Disposed	2019-03-01	Class A Common Stock (8050)	Direct
2019-03-01	Restricted Stock Units	$	M	5986	Disposed		Restricted Class A Common Stock (5986)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	584279	Indirect

Footnotes

F1: Shares of unrestricted Class A Common Stock were acquired upon the vesting of a prior grant of Performance-based Restricted Stock Units ("PRSUs") awarded with respect to compensation for 2015, including certain Restricted Stock Units ("RSUs") that had been acquired pursuant to the dividend equivalent reinvestment provisions of the underlying PRSU award. The grant was previously reflected in the Company's proxy statements. The PRSUs and RSUs that had been acquired pursuant to the award had previously been converted into shares of Restricted Class A Common Stock in connection with the reporting person's retirement eligibility and such shares remained subject to vesting.

F2: 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 that the reporting person is permitted to sell 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.

F3: Represents the portion of Restricted Class A Common Stock that the reporting person is permitted to sell solely in order to pay the taxes in connection with the settlement of the RSUs referenced in Footnote (2) (in accordance with the applicable award agreement).

F4: Represents shares of Class A Common Stock sold to the Company to cover estimated taxes arising from the settlement of RSUs.

F5: Represents the New York Stock Exchange closing price of Class A Common Stock on the trading day immediately preceding the settlement date of the RSUs referenced in Footnote (2).

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

F7: Each RSU represents a contingent right to receive one share of Class A Common Stock.

F8: Of these RSUs, 8,050 vested on March 1, 2019, 2,793 will vest on or around March 2, 2020, and 3,193 will vest on or around March 1, 2021.