SEC Form 4 · accession 0001209191-19-013152
Lazard, Inc. · LAZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth M Jacobs
Officer — Chairman and CEO · Director
Period of report
Feb 21, 2019
Accepted (ET)
Feb 25, 2019 · 6:03 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 21, 2019 | M | 397,809 | — | A | 522,068 | D | |
| Restricted Class A Common StockF2 | Feb 21, 2019 | M | 209,965 | — | D | 312,103 | D | |
| Class A Common StockF2 | Feb 21, 2019 | M | 209,965 | — | A | 1,288,326 | D | |
| Class A Common StockF3,F4 | Feb 21, 2019 | D | 209,965 | $36.85 | D | 1,078,361 | D | |
| Class A Common Stock | holding | — | — | — | 584,279 | I | By Trust |
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,F6,F1 | — | Feb 21, 2019 | A | 397,809 | A | — | — | Class A Common Stock | 397,809 | 397,809 | D |
| Performance-based Restricted Stock UnitsF5,F1 | — | Feb 21, 2019 | M | 397,809 | D | — | — | Restricted Class A Common Stock | 397,809 | 0 | 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 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.
- F2Represents 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).
- F3Represents shares of Class A Common Stock sold to the Company to cover estimated taxes arising from the settlement of PRSUs.
- F4Represents 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).
- F5Represents 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.
- F6Each PRSU (the performance conditions of which have been satisfied) represents a contingent right to receive one share of Class A Common Stock.