SEC Form 4 · accession 0001209191-18-064216
Lazard, Inc. · LAZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott D Hoffman
Officer — CAO and General Counsel
Period of report
Dec 24, 2018
Accepted (ET)
Dec 27, 2018 · 6:06 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 | Dec 24, 2018 | M | 48,321 | — | A | 48,321 | D | |
| Restricted Class A Common StockF1 | Dec 24, 2018 | M | 25,308 | — | A | 73,629 | D | |
| Restricted Class A Common StockF2 | Dec 24, 2018 | M | 38,863 | — | D | 34,766 | D | |
| Class A Common StockF2 | Dec 24, 2018 | M | 38,863 | — | A | 127,597 | D | |
| Class A Common StockF3,F4 | Dec 24, 2018 | D | 38,863 | $34.80 | D | 88,734 | 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 UnitsF5,F1 | — | Dec 24, 2018 | M | 48,321 | D | — | — | Restricted Class A Common Stock | 48,321 | 0 | D |
| Restricted Stock UnitsF6,F1 | — | Dec 24, 2018 | M | 25,308 | D | — | — | Restricted Class A Common Stock | 25,308 | 0 | D |
Explanation of responses
- F1The reporting person has become eligible for retirement under the Company's RSU Retirement Policy, which is described in the Company's 2018 Proxy Statement. As a result of the foregoing, certain RSUs, and certain PRSUs for which the performance conditions have been satisfied, that were previously granted to the reporting person are no longer subject to the service-based vesting requirements contained in the underlying award agreements. Such RSUs and PRSUs (for which the performance conditions have been satisfied) 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 contained in the underlying award agreements until the original vesting dates set forth in the award agreements.
- F2Represents the portion of the 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).
- F3Represents shares of Class A Common Stock sold to the Company to cover estimated taxes arising from the settlement of PRSUs and RSUs.
- F4Represents the New York Stock Exchange closing price of Class A Common Stock on December 21, 2018, the trading day immediately preceding the settlement date of the PRSUs and RSUs referenced in Footnote (1).
- F5Represents prior grants of PRSUs awarded with respect to compensation for 2015 and 2016 for which performance conditions have been satisfied. These grants were previously reflected in the Company's proxy statements for the relevant years.
- F6Represents RSUs previously acquired pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards.