Lazard, Inc. — Director's Dealing 2021

Feb 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2021-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-24	Restricted Class A Common Stock	M	162338	—	Acquired	210625	Direct
2021-02-24	Restricted Class A Common Stock	M	85682	—	Disposed	124943	Direct
2021-02-24	Class A Common Stock	M	85682	—	Acquired	1529446	Direct
2021-02-24	Class A Common Stock	D	85682	$40.67	Disposed	1443764	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-24	Performance-based Restricted Stock Units	$	A	162338	Acquired		Class A Common Stock (162338)	Direct
2021-02-24	Performance-based Restricted Stock Units	$	M	162338	Disposed		Restricted Class A Common Stock (162338)	Direct
2021-02-24	Performance-based Restricted Participation Units	$	A	88314	Acquired		Class A Common Stock (88314)	Direct

Footnotes

F1: The reporting person is eligible for retirement under the Company's Deferred Compensation Retirement Policy, which is described in the Company's 2020 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: Amount excludes 584,279 shares of Class A Common Stock indirectly beneficially owned by the reporting person by trust.

F6: Represents a prior grant of PRSUs awarded with respect to compensation for 2017 for which performance conditions have been satisfied. The grant was previously reflected in the Company's proxy statement for the relevant year.

F7: Each PRSU (the performance conditions of which have been satisfied) represents a contingent right to receive one share of Class A Common Stock.

F8: Represents prior grants of Performance-based Restricted Participation Units ("PRPUs") awarded with respect to compensation for 2018 and 2019 for which performance conditions have been satisfied. The grants were previously reflected in the Company's proxy statements for the relevant years.

F9: 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.

F10: Of these PRPUs, 47,917 will vest on or around March 1, 2022 and 40,397 will vest on or around March 1, 2023.