SEC Form 4 · accession 0001209191-19-016986

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

Mar 1, 2019

Accepted (ET)

Mar 5, 2019 · 6:31 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 Stock^F1	Mar 1, 2019	M	8,050	—	A	1,086,411	D
Restricted Class A Common Stock^F2	Mar 1, 2019	M	5,986	—	A	318,089	D
Restricted Class A Common Stock^F3	Mar 1, 2019	M	3,161	—	D	314,928	D
Class A Common Stock^F3	Mar 1, 2019	M	3,161	—	A	1,089,572	D
Class A Common Stock^F4,F5	Mar 1, 2019	D	7,410	$37.43	D	1,082,162	D
Restricted Class A Common Stock^F1	Mar 1, 2019	M	237,645	—	D	77,283	D
Class A Common Stock^F1	Mar 1, 2019	M	237,645	—	A	1,319,807	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
Restricted Stock Units^F6,F7,F8	—	Mar 1, 2019	A	14,036	A	—	—	Class A Common Stock	14,036	14,036	D
Restricted Stock Units^F7	—	Mar 1, 2019	M	8,050	D	Mar 1, 2019	Mar 1, 2019	Class A Common Stock	8,050	5,986	D
Restricted Stock Units^F2	—	Mar 1, 2019	M	5,986	D	—	—	Restricted Class A Common Stock	5,986	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).
F4Represents shares of Class A Common Stock sold to the Company to cover estimated taxes arising from the settlement of RSUs.
F5Represents the New York Stock Exchange closing price of Class A Common Stock on the trading day immediately preceding the settlement date of the RSUs referenced in Footnote (2).
F6Additional RSUs were acquired pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards.
F7Each RSU represents a contingent right to receive one share of Class A Common Stock.
F8Of these RSUs, 8,050 vested on March 1, 2019, 2,793 will vest on or around March 2, 2020, and 3,193 will vest on or around March 1, 2021.