SEC Form 4 · accession 0001311370-16-000051
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 24, 2016
Accepted (ET)
Feb 25, 2016 · 6:14 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,F2 | Feb 24, 2016 | M | 63,822 | — | A | 192,498 | 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 UnitsF3,F4,F1 | — | Feb 24, 2016 | A | 63,822 | A | — | — | Class A common stock | 63,822 | 63,822 | D |
| Performance-based Restricted Stock UnitsF3,F1,F2 | — | Feb 24, 2016 | M | 63,822 | D | — | — | Restricted Class A common stock | 63,822 | 0 | D |
Explanation of responses
- F1As discussed in the Company's 2015 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 Restricted Stock Units ("RSUs") and Performance-based Restricted Stock Units ("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 PRSUs previously granted to the reporting person (for which the performance conditions have been satisfied) have now become subject to taxation and have been settled in the form of Restricted Class A common stock, which remains subject to vesting until the applicable service requirements are satisfied.
- F2Amount excludes 1,246,139 shares of Class A common stock directly or indirectly beneficially owned by the reporting person.
- F3Represents prior grants of PRSUs awarded with respect to compensation for 2013 and 2014 for which performance conditions have been satisfied. These grants were previously reflected in Lazard Ltd's proxy statements for the relevant years.
- F4Each PRSU (the performance conditions of which have been satisfied) represents a contingent right to receive one share of Class A common stock of Lazard Ltd.