SEC Form 4 · accession 0001209191-18-013559
Lazard, Inc. · LAZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ashish Bhutani
Officer — CEO of Lazard Asset Management · Director
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 6:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001311370
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Class A Common StockF1 | Feb 22, 2018 | M | 170,633 | — | A | 221,255 | D | |
| Restricted Class A Common StockF2,F3 | Feb 22, 2018 | F | 90,813 | $53.59 | D | 130,442 | D | |
| Restricted Class A Common StockF4 | Feb 23, 2018 | M | 10,420 | — | A | 140,862 | D | |
| Restricted Class A Common StockF2,F3,F5 | Feb 23, 2018 | F | 5,547 | $53.18 | D | 135,315 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted Stock UnitsF6,F7,F1 | — | Feb 22, 2018 | A | 170,633 | A | — | — | Class A Common Stock | 170,633 | 170,633 | D |
| Performance-based Restricted Stock UnitsF6,F1 | — | Feb 22, 2018 | M | 170,633 | D | — | — | Restricted Class A Common Stock | 170,633 | 0 | D |
| Restricted Stock UnitsF8,F9,F10 | — | Feb 23, 2018 | A | 13,422 | A | — | — | Class A Common Stock | 13,422 | 13,422 | D |
| Restricted Stock UnitsF4,F5 | — | Feb 23, 2018 | M | 10,420 | D | — | — | Restricted Class A Common Stock | 10,420 | 3,002 | D |
Explanation of responses
- F1The reporting person is eligible for retirement under the Company's RSU Retirement Policy, which is described in the Company's 2017 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 such PRSUs have now become Restricted Stock Units ("RSUs"), which remain subject to all restrictive covenants and sales restrictions contained in the underlying award agreements until the original vesting dates set forth therein. As a result of the reporting person's retirement eligibility, the RSUs are 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 required to be withheld in order to pay the related taxes (in accordance with the applicable award agreements), will remain subject to all restrictive covenants as described above.
- F10Of these RSUs, 3,434 will vest on or around March 1, 2018, 3,578 will vest on or around March 1, 2019, 3,408 will vest on or around March 1, 2020 and 3,002 will vest on or around March 1, 2021.
- F2Represents shares of Class A Common Stock retained by the Company to cover taxes required to be withheld in connection with the settlement of RSUs.
- F3Represents the New York Stock Exchange closing price of Class A Common Stock on the trading day immediately preceding the settlement date of the applicable RSUs.
- F4Certain 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 required to be withheld 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.
- F5Amount excludes 523,456 shares of Class A Common Stock directly or indirectly beneficially owned by the reporting person.
- F6Represents prior grants of PRSUs awarded with respect to compensation for 2014, 2015 and 2016 for which performance conditions have been satisfied. The grants were previously reflected in the Company's proxy statements covering the relevant years.
- F7Each PRSU (the performance conditions of which have been satisfied) represents a contingent right to receive one share of Class A Common Stock.
- F8Additional RSUs were acquired pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards.
- F9Each RSU represents a contingent right to receive one share of Class A Common Stock.