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Form 4 Lazard Ltd For: Feb 22 Filed by: BHUTANI ASHISH

February 26, 2018 6:20 PM EST
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
Expires: December 31, 2014
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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 10112
(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)
CEO of Lazard Asset Management
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2018
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
Restricted Class A Common Stock 02/22/2018   M   170,633 A (1) 221,255 D  
Restricted Class A Common Stock 02/22/2018   F   90,813 (2) D $ 53.59 (3) 130,442 D  
Restricted Class A Common Stock 02/23/2018   M   10,420 A (4) 140,862 D  
Restricted Class A Common Stock 02/23/2018   F   5,547 (2) D $ 53.18 (3) 135,315 (5) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-based Restricted Stock Units (6) (7) 02/22/2018   A   170,633     (1)   (1) Class A Common Stock 170,633 (7) 170,633 D  
Performance-based Restricted Stock Units (6) (1) 02/22/2018   M     170,633   (1)   (1) Restricted Class A Common Stock 170,633 (1) 0 D  
Restricted Stock Units (8) (9) 02/23/2018   A   13,422     (10)   (10) Class A Common Stock 13,422 (9) 13,422 D  
Restricted Stock Units (4) 02/23/2018   M     10,420   (4)   (4) Restricted Class A Common Stock 10,420 (4) 3,002 (5) D  
Explanation of Responses:
1. The reporting person is eligible for retirement under the Company's RSU Retirement Policy, which is described in the Company's 2017 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 and sales restrictions 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 required to be withheld in order to pay the related taxes (in accordance with the applicable award agreements), will remain subject to all restrictive covenants as described above.
2. Represents shares of Class A Common Stock retained by the Company to cover taxes required to be withheld in connection with the settlement of RSUs.
3. Represents the New York Stock Exchange closing price of Class A Common Stock on the trading day immediately preceding the settlement date of the applicable RSUs.
4. Certain RSUs 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. The Restricted Class A Common Stock, excluding the portion required to be withheld in order to pay the related taxes (in accordance with the applicable award agreement), will remain subject to all restrictive covenants and sales restrictions contained in the underlying award agreements until the original vesting dates set forth therein.
5. Amount excludes 523,456 shares of Class A Common Stock directly or indirectly beneficially owned by the reporting person.
6. Represents prior grants of PRSUs awarded with respect to compensation for 2014, 2015 and 2016 for which performance conditions have been satisfied. The grants were previously reflected in the Company's proxy statements covering the relevant years.
7. Each PRSU (the performance conditions of which have been satisfied) represents a contingent right to receive one share of Class A Common Stock.
8. Additional RSUs were acquired pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards.
9. Each RSU represents a contingent right to receive one share of Class A Common Stock.
10. Of these RSUs, 3,434 will vest on or around March 1, 2018, 3,578 will vest on or around March 1, 2019, 3,408 will vest on or around March 1, 2020 and 3,002 will vest on or around March 1, 2021.
/s/ Ashish Bhutani by Scott D. Hoffman under a P of A 02/26/2018
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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