Lazard, Inc. — Director's Dealing 2019

Feb 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2019-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-21	Restricted Class A Common Stock	M	129325	—	Acquired	164091	Direct
2019-02-21	Restricted Class A Common Stock	M	68259	—	Disposed	95832	Direct
2019-02-21	Class A Common Stock	M	68259	—	Acquired	156993	Direct
2019-02-21	Class A Common Stock	D	49871	$36.85	Disposed	107122	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-21	Performance-based Restricted Stock Units	$	A	129325	Acquired		Class A Common Stock (129325)	Direct
2019-02-21	Performance-based Restricted Stock Units	$	M	129325	Disposed		Restricted Class A Common Stock (129325)	Direct

Footnotes

F1: The reporting person is eligible for retirement under the Company's RSU Retirement Policy, which is described in the Company's 2018 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, as a result of the reporting person's retirement eligibility, such PRSUs 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 and sales restrictions contained in the underlying award agreements until the original vesting dates set forth therein.

F2: Represents the portion of 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.

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 PRSUs referenced in Footnote (1).

F5: Includes 18,388 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.

F6: Represents prior grants of PRSUs awarded with respect to compensation for 2015, 2016 and 2017 for which performance conditions have been satisfied. The grants were previously reflected in the Company's proxy statements for 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.