SEC Filing | Lazard

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SEC FORM 4/A 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

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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^*

Gathy Michael

(Last)

(First)

(Middle)

C/O LAZARD, INC.

30 ROCKEFELLER PLAZA

(Street)

NEW YORK

10112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lazard, Inc. [ LAZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/15/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2024		M		662	A	⁽¹⁾	662	D
Common Stock	02/13/2024		F		277⁽²⁾	D	$38.55⁽³⁾	385	D
Common Stock	02/14/2024		S⁽⁴⁾		36⁽⁴⁾	D	$37.36⁽⁵⁾⁽⁶⁾⁽⁷⁾	349	D
Common Stock	02/15/2024		S⁽⁴⁾		155⁽⁴⁾	D	$37.9⁽⁵⁾⁽⁶⁾⁽⁷⁾	194	D
Common Stock	02/16/2024		S⁽⁴⁾		76⁽⁴⁾	D	$38.03⁽⁵⁾⁽⁶⁾⁽⁸⁾	118	D
Common Stock	02/20/2024		S⁽⁴⁾		99⁽⁴⁾	D	$38.28⁽⁵⁾⁽⁶⁾⁽⁹⁾	19	D
Common Stock	02/21/2024		S⁽⁴⁾		14⁽⁴⁾	D	$37.29⁽⁵⁾⁽⁶⁾⁽¹⁰⁾	5	D
Common Stock	02/21/2024		S⁽⁴⁾		5⁽⁴⁾	D	$37.62⁽⁵⁾⁽⁶⁾⁽¹¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹²⁾	02/13/2024⁽¹³⁾		M			662	02/13/2024	02/13/2024	Common Stock	662	⁽¹²⁾	5,074	D

Explanation of Responses:

1. Shares of Common Stock were acquired by the Reporting Person upon the vesting of the relevant portion of prior grants of Restricted Stock Units ("RSUs").

2. Represents shares of Common Stock withheld by the issuer to cover taxes arising from the vesting of RSUs referenced in Footnote (1).

3. Represents the New York Stock Exchange closing price of Common Stock on the trading day immediately preceding the vesting date of the RSUs referenced in Footnote (1).

4. In connection with the vesting of RSUs, the issuer permitted its employees to make an election during an open trading window while not in possession of material non-public information for an independent broker to sell shares of Common Stock in multiple transactions on the open market at prevailing market prices from February 14, 2024 through March 1, 2024. The Reporting Person irrevocably committed to sell an aggregate of 385 shares of Common Stock in accordance with the foregoing procedures. The independent broker completed the sales of all such shares of Common Stock on February 21, 2024.

5. This report is being filed to amend the Reporting Person's Form 4 filed on February 15, 2024, which Form 4 included an estimated transaction price.

6. The Reporting Person undertakes to provide the issuer, any security holder of the issuer or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the price ranges set forth in this report.

7. The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions that were executed on February 15, 2024 in trades with average execution prices ranging from $37.31 to $38.05, inclusive.

8. The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions that were executed on February 16, 2024 in trades with average execution prices ranging from $37.73 to $38.20, inclusive.

9. The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions that were executed on February 20, 2024 in trades with average execution prices ranging from $37.81 to $38.63, inclusive.

10. The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions that were executed on February 21, 2024 in trades with average execution prices ranging from $37.09 to $37.50, inclusive.

11. The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions that were executed on February 21, 2024 in trades with average execution prices ranging from $37.51 to $38.16, inclusive.

12. Each RSU represents a contingent right to receive one share of Common Stock.

13. As previously announced by the issuer in a Current Report on Form 8-K filed on February 1, 2024, the issuer accelerated vesting of certain deferred incentive compensation awards, including the Reporting Person's RSUs reported herein, which were originally scheduled to vest March 1, 2024.

Remarks:

	/s/ Michael Gathy by Shari L. Soloway under a P of A	02/22/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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