SEC FORM 4 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*
Russo Evan L

(Last) (First) (Middle)
C/O LAZARD, INC.
30 ROCKEFELLER PLAZA

(Street)
NEW YORK NY 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)
CEO of Asset Management
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2024
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
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)
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
Performance-based Restricted Participation Units(1) (2) 02/22/2024 A 168,539 (3) (3) Common Stock 168,539 (1) 168,539 D
Restricted Participation Units (4) 02/22/2024 A 198,946 (4) (4) Common Stock 198,946 (5) 198,946 D
Stock Price Performance-based Restricted Participation Units(6) (7) 02/22/2024 A 1,000,000 (8) (8) Common Stock 1,000,000 (6) 1,000,000(9) D
Explanation of Responses:
1. Represents a prior grant of Performance-based Restricted Participation Units ("PRPUs") awarded with respect to compensation for 2020 for which performance conditions have been satisfied. The grant was previously reflected in the Company's proxy statement for the relevant year.
2. Each PRPU (the performance and other conditions of which have been satisfied) represents an interest in Lazard Group LLC that may be exchanged for one share of Common Stock.
3. These PRPUs will vest on or around March 11, 2024.
4. These Restricted Participation Units ("RPUs") will vest on or around March 10, 2026.
5. Each RPU represents an interest in Lazard Group LLC that has satisfied its minimum value condition and that may be exchanged for one share of Common Stock.
6. Represents a prior grant of Stock Price Performance-based Restricted Participation Units ("Stock Price PRPUs") awarded in 2023 for which the minimum value condition has been satisfied and are scheduled to vest on or around August 23, 2026 (200,000 Stock Price PRPUs), August 23, 2028 (400,000 Stock Price PRPUs) and August 23, 2030 (400,000 Stock-Price PRPUs), in each case, subject to achievement of stock price milestones, which have not yet been achieved. The grant was previously reflected in the Company's annual report for the relevant year.
7. Each Stock Price PRPU represents an interest in Lazard Group LLC that may be exchanged for one share of Common Stock.
8. These Stock Price PRPUs will vest upon the achievement of certain stock price milestones as described in the Company's annual report for the relevant year.
9. Amount excludes 293,245 shares of Common Stock directly or indirectly owned by the reporting person.
Remarks:
/s/ Evan L. Russo by Shari L. Soloway under a P of A 02/26/2024
** 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).
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