Lazard, Inc. — Director's Dealing 2020

Feb 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2020-02-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Restricted Class A Common Stock	M	173344	—	Acquired	257600	Direct
2020-02-20	Restricted Class A Common Stock	M	91492	—	Disposed	166108	Direct
2020-02-20	Class A Common Stock	M	91492	—	Acquired	1411299	Direct
2020-02-20	Class A Common Stock	D	91492	$42.45	Disposed	1319807	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-20	Performance-based Restricted Stock Units	$	A	173344	Acquired		Class A Common Stock (173344)	Direct
2020-02-20	Performance-based Restricted Stock Units	$	M	173344	Disposed		Restricted Class A Common Stock (173344)	Direct
2020-02-20	Performance-based Restricted Participation Units	$	A	47917	Acquired		Class A Common Stock (47917)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	584279	Indirect

Footnotes

F1: The reporting person is eligible for retirement under the Company's RSU Retirement Policy, which is described in the Company's 2019 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: Represents prior grants of PRSUs awarded with respect to compensation for 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.

F6: Each PRSU (the performance conditions of which have been satisfied) represents a contingent right to receive one share of Class A Common Stock.

F7: Represents a prior grant of Performance-based Restricted Participation Units ("PRPUs") awarded with respect to compensation for 2018 for which performance conditions have been satisfied. The grant was previously reflected in the Company's proxy statement for the relevant year.

F8: Each PRPU (the performance and other conditions of which have been satisfied) represents an interest in Lazard Group LLC that may be exchanged for one share of Class A Common Stock.

F9: These PRPUs will vest on or around March 1, 2022.