SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BHUTANI ASHISH (Last) (First) (Middle) C/O LAZARD LTD 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Lazard Ltd [ LAZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Vice Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 10/31/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Delayed Stock Payment Right(1)	(2)	10/31/2011		J			175,599	10/31/2011	10/31/2011	Class A common stock	175,599	$28.56(3)	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger dated August 14, 2008 (the "Merger Agreement") among Lazard Asset Management LLC ("LAM"), Lazard Ltd, Laz Sub I, LLC and Lazard Asset Management Limited, (i) the reporting person received an initial payment of cash consideration upon closing of the merger on September 25, 2008 and (ii) on October 31, 2011 the reporting person became entitled to receive (a) the remaining portion of the reporting person's cash consideration in respect of the merger, (b) 167,900 shares (the "Initial Shares") of Lazard Ltd Class A common stock ("Common Stock"), and (c) an additional 7,699 shares of Common Stock, which amount was determined by reference to the cash dividends paid on the Initial Shares after the closing of the merger on September 25, 2008 and prior to October 31, 2011.

2. Each Delayed Stock Payment Right represented a right to receive one share of Common Stock pursuant to the terms of the Merger Agreement. On October 31, 2011, the reporting person elected to receive cash from the Company in lieu of Common Stock in settlement of the Delayed Stock Payment Rights.

3. The cash paid in settlement of each Delayed Stock Payment Right was equal to the average closing price of the Common Stock on the two trading days immediately preceding October 31, 2011.

Remarks:

	/s/ Ashish Bhutani by Scott D. Hoffman under a PofA	11/02/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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