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: Hoffman Scott D (CAO and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-01	Class A Common Stock	M	2575	—	Acquired	109697	Direct
2019-03-01	Restricted Class A Common Stock	M	2091	—	Acquired	97923	Direct
2019-03-01	Restricted Class A Common Stock	M	1105	—	Disposed	96818	Direct
2019-03-01	Class A Common Stock	M	1105	—	Acquired	110802	Direct
2019-03-01	Restricted Class A Common Stock	M	73221	—	Disposed	23597	Direct
2019-03-01	Class A Common Stock	M	73221	—	Acquired	184023	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-01	Restricted Stock Units	$	A	4666	Acquired		Class A Common Stock (4666)	Direct
2019-03-01	Restricted Stock Units	$	M	2575	Disposed	2019-03-01	Class A Common Stock (2575)	Direct
2019-03-01	Restricted Stock Units	$	M	2091	Disposed		Restricted Class A Common Stock (2091)	Direct

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: Includes 19,493 shares of Class A Common Stock that the reporting person is permitted to sell solely in order to pay the estimated taxes arising from the settlement of PRSUs and RSUs.

F5: RSUs were acquired pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards.

F6: Each RSU represents a contingent right to receive one share of Class A Common Stock.

F7: Of these RSUs, 2,575 vested on March 1, 2019, 990 will vest on or around March 2, 2020, and 1,101 will vest on or around March 1, 2021.