SEC Form 4 · accession 0001209191-19-016980
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
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 6:30 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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Mar 1, 2019 | M | 2,575 | — | A | 109,697 | D | |
| Restricted Class A Common StockF2 | Mar 1, 2019 | M | 2,091 | — | A | 97,923 | D | |
| Restricted Class A Common StockF3 | Mar 1, 2019 | M | 1,105 | — | D | 96,818 | D | |
| Class A Common StockF3 | Mar 1, 2019 | M | 1,105 | — | A | 110,802 | D | |
| Restricted Class A Common StockF1 | Mar 1, 2019 | M | 73,221 | — | D | 23,597 | D | |
| Class A Common StockF1,F4 | Mar 1, 2019 | M | 73,221 | — | A | 184,023 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6,F7 | — | Mar 1, 2019 | A | 4,666 | A | — | — | Class A Common Stock | 4,666 | 4,666 | D |
| Restricted Stock UnitsF6 | — | Mar 1, 2019 | M | 2,575 | D | Mar 1, 2019 | Mar 1, 2019 | Class A Common Stock | 2,575 | 2,091 | D |
| Restricted Stock UnitsF2 | — | Mar 1, 2019 | M | 2,091 | D | — | — | Restricted Class A Common Stock | 2,091 | 0 | D |
Explanation of responses
- F1Shares of unrestricted Class A Common Stock were acquired upon the vesting of a prior grant of Performance-based Restricted Stock Units ("PRSUs") awarded with respect to compensation for 2015, including certain Restricted Stock Units ("RSUs") that had been acquired pursuant to the dividend equivalent reinvestment provisions of the underlying PRSU award. The grant was previously reflected in the Company's proxy statements. The PRSUs and RSUs that had been acquired pursuant to the award had previously been converted into shares of Restricted Class A Common Stock in connection with the reporting person's retirement eligibility and such shares remained subject to vesting.
- F2RSUs 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 that the reporting person is permitted to sell 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.
- F3Represents the portion of Restricted Class A Common Stock that the reporting person is permitted to sell solely in order to pay the taxes in connection with the settlement of the RSUs referenced in Footnote (2) (in accordance with the applicable award agreement).
- F4Includes 19,493 shares of Class A Common Stock that the reporting person is permitted to sell solely in order to pay the estimated taxes arising from the settlement of PRSUs and RSUs.
- F5RSUs were acquired pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards.
- F6Each RSU represents a contingent right to receive one share of Class A Common Stock.
- F7Of these RSUs, 2,575 vested on March 1, 2019, 990 will vest on or around March 2, 2020, and 1,101 will vest on or around March 1, 2021.