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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-01	Class A Common Stock	M	5479	—	Acquired	602342	Direct
2019-03-01	Restricted Class A Common Stock	M	4257	—	Acquired	198482	Direct
2019-03-01	Restricted Class A Common Stock	M	2267	—	Disposed	196215	Direct
2019-03-01	Class A Common Stock	M	2267	—	Acquired	604609	Direct
2019-03-01	Class A Common Stock	F	5183	$37.43	Disposed	599426	Direct
2019-03-01	Restricted Class A Common Stock	M	150077	—	Disposed	46138	Direct
2019-03-01	Class A Common Stock	M	150077	—	Acquired	749503	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-01	Restricted Stock Units	$	A	9736	Acquired		Class A Common Stock (9736)	Direct
2019-03-01	Restricted Stock Units	$	M	5479	Disposed	2019-03-01	Class A Common Stock (5479)	Direct
2019-03-01	Restricted Stock Units	$	M	4257	Disposed		Restricted Class A Common Stock (4257)	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: 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 retained by the Company in order to cover taxes required to be withheld, 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 shares of Class A Common Stock retained by the Company to cover taxes required to be withheld in connection with the settlement of RSUs.

F4: 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).

F5: Additional 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, 5,479 vested on March 1, 2019, 1,958 will vest on or around March 2, 2020, and 2,299 will vest on or around March 1, 2021.