SEC Form 4 · accession 0001311370-17-000014
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 23, 2017
Accepted (ET)
Feb 27, 2017 · 6:16 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 23, 2017 | M | 274,109 | — | A | 395,533 | D | |
| Restricted Class A Common StockF2,F3 | Feb 23, 2017 | D | 141,359 | $43.04 | D | 254,174 | D | |
| Restricted Class A Common StockF4 | Feb 24, 2017 | M | 18,749 | — | A | 272,923 | D | |
| Restricted Class A Common StockF2,F3,F5 | Feb 24, 2017 | D | 9,668 | $42.58 | D | 263,255 | 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 UnitsF6,F7,F1 | — | Feb 23, 2017 | A | 274,109 | A | — | — | Class A Common Stock | 274,109 | 274,109 | D |
| Performance-based Restricted Stock UnitsF6,F1 | — | Feb 23, 2017 | M | 274,109 | D | — | — | Restricted Class A Common Stock | 274,109 | 0 | D |
| Restricted Stock UnitsF8,F9,F10 | — | Feb 24, 2017 | A | 24,393 | A | — | — | Class A Common Stock | 24,393 | 24,393 | D |
| Restricted Stock UnitsF4,F5 | — | Feb 24, 2017 | M | 18,749 | D | — | — | Restricted Class A Common Stock | 18,749 | 5,644 | D |
Explanation of responses
- F1The reporting person is eligible for retirement under the Company's RSU Retirement Policy, which is described in the Company's 2016 Proxy Statement. The performance conditions for certain Performance-based Restricted Stock Units ("PRSUs") that were previously granted to the reporting person have been satisfied and such PRSUs have now become Restricted Stock Units ("RSUs"), which remain subject to all restrictive covenants contained in the underlying award agreements until the original vesting dates set forth therein. As a result of the reporting person's retirement eligibility, the RSUs are 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 agreements), will remain subject to all restrictive covenants as described above.
- F10Of these RSUs, 6,962 will vest on or around March 1, 2017, 3,653 will vest on or around March 1, 2018, 8,134 will vest on or around March 1, 2019 and 5,644 will vest on or around March 2, 2020. As discussed in Footnote (2) above, the reporting person was permitted to sell a portion of the shares of Class A Common Stock underlying these RSUs in order to cover the estimated taxes.
- F2Represents shares of Class A Common Stock sold to the Company to cover estimated taxes arising from the settlement of PRSUs or RSUs, as applicable.
- F3Represents the New York Stock Exchange closing price of Class A Common Stock on the trading day immediately preceding the settlement date of the PRSUs and RSUs referenced in Footnote (2).
- F4RSUs 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, which remains subject to all restrictive covenants contained in the underlying award agreements until the original vesting dates set forth therein.
- F5Amount excludes 1,349,092 shares of Class A Common Stock directly or indirectly beneficially owned by the reporting person.
- F6Represents prior grants of PRSUs awarded with respect to compensation for 2013, 2014 and 2015 for which performance conditions have been satisfied. The grants were previously reflected in the Company's proxy statements for the relevant years.
- F7Each PRSU (the performance conditions of which have been satisfied) represents a contingent right to receive one share of Class A Common Stock.
- F8Additional RSUs were acquired pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards.
- F9Each RSU represents a contingent right to receive one share of Class A Common Stock.