SEC Form 4 · accession 0001311370-15-000012

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 2, 2015

Accepted (ET)

Mar 4, 2015 · 5:41 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
Class A common stock^F1	Mar 2, 2015	M	252,370	—	A	1,376,289	D
Restricted Class A common stock^F2	Mar 2, 2015	M	249,193	—	A	249,193	D
Restricted Class A common stock^F3	Mar 2, 2015	M	128,512	—	D	120,681	D
Class A common stock^F3	Mar 2, 2015	M	128,512	—	A	1,504,801	D
Class A common stock^F4,F5	Mar 2, 2015	D	258,662	$50.88	D	1,246,139	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 Units^F6	—	Mar 2, 2015	M	151,101	D	Mar 2, 2015	Mar 2, 2015	Class A common stock	151,101	18,851	D
Performance-based Restricted Stock Units^F6	—	Mar 2, 2015	M	101,269	D	Mar 2, 2015	Mar 2, 2015	Class A common stock	101,269	233,675	D
Restricted Stock Units^F2	—	Mar 2, 2015	M	15,518	D	—	—	Restricted Class A common stock	15,518	3,333	D
Performance-based Restricted Stock Units^F2	—	Mar 2, 2015	M	233,675	D	—	—	Restricted Class A common stock	233,675	0	D

Explanation of responses

F1Shares of Class A common stock were acquired upon the vesting of the relevant portion of prior grants of Restricted Stock Units ("RSUs") and Performance-based Restricted Stock Units ("PRSUs") awarded with respect to compensation for 2011 and 2012. These grants were previously reflected in the Company's proxy statements for the relevant years.
F2As discussed in the Company's 2014 proxy statement, the reporting person would have become eligible for retirement under the Company's RSU Retirement Policy in September 2014. However, the reporting person voluntarily agreed to waive his rights to be treated as retirement eligible in September 2014 for purposes of his RSUs and PRSUs. Instead, the reporting person will not become retirement eligible until his current retention agreement with the Company expires on March 31, 2016. As a result of the foregoing, certain RSUs and PRSUs previously granted to the reporting person have now become subject to taxation, following satisfaction of the applicable performance goals, and have been settled in the form of Restricted Class A common stock. The applicable agreement contemplated that the reporting person would dispose of a portion of such shares (the "Tax Portion") to pay the related taxes, with the remainder subject to vesting until the service requirements are satisfied.
F3Represents the settlement of the Tax Portion described above.
F4Represents shares of Class A common stock sold to the Company to cover estimated taxes arising from the vesting of PRSUs and RSUs (as well as the Tax Portion).
F5Represents the New York Stock Exchange closing price of Class A common stock on February 27, 2015, the trading day immediately preceding the vesting date.
F6Each RSU, and each PRSU (the performance conditions of which have been satisfied), represented or represents a contingent right to receive one share of Class A common stock.