SEC Form 4 · accession 0001311370-16-000056
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 26, 2016
Accepted (ET)
Mar 1, 2016 · 7:04 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 26, 2016 | M | 19,996 | — | A | 212,494 | D | |
| Restricted Class A Common StockF2 | Mar 1, 2016 | M | 102,953 | — | D | 109,541 | D | |
| Class A Common StockF2,F3 | Mar 1, 2016 | M | 102,953 | — | A | 764,813 | 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 UnitsF1,F4,F5 | — | Feb 26, 2016 | A | 19,996 | A | — | — | Class A Common Stock | 19,996 | 19,996 | D |
| Restricted Stock UnitsF6,F1,F5 | — | Feb 26, 2016 | M | 19,996 | D | — | — | Restricted Class A Common Stock | 19,996 | 0 | D |
Explanation of responses
- F1As described in the Company's 2015 Proxy Statement, in 2014 the reporting person voluntarily postponed his right become eligible for retirement under the Company's RSU Retirement Policy until March 31, 2016. As a result of the foregoing, certain Restricted Stock Units ("RSUs") that were acquired pursuant to the dividend equivalent reinvestment provisions of underlying Performance-based Restricted Stock Unit ("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 any portion that the reporting person may be 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 contained in the underlying award agreements until the original vesting dates set forth in the award agreements.
- F2Shares of unrestricted Class A common stock were acquired upon the vesting of the relevant portion of a prior grant of PRSUs awarded with respect to compensation for 2012, including certain 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, and such shares remained subject to vesting (as described above).
- F3Amount excludes 584,279 shares of Class A common stock indirectly beneficially owned by the reporting person.
- F4Each RSU represents a contingent right to receive one share of Class A common stock.
- F5Of these RSUs, 4,222 will vest on or around March 1, 2017, 5,908 will vest on or around March 1, 2018 and 9,866 will vest on or around March 1, 2019.
- F6Each RSU represents a contingent right to receive one share of Class A common stock.