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^*

BHUTANI ASHISH

(Last)

(First)

(Middle)

C/O LAZARD LTD

30 ROCKEFELLER PLAZA

(Street)

NEW YORK

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)
02/26/2016

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)
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)
Class A Common Stock	03/01/2016		M		139,356	A	⁽¹⁾	519,782	D
Class A Common Stock	03/01/2016		F		71,866⁽²⁾	D	$35.18⁽³⁾	447,916	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⁽⁴⁾	⁽⁵⁾	02/26/2016		A		19,809		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	19,809	$0	37,088	D
Restricted Stock Units⁽¹⁾	⁽⁷⁾	03/01/2016		M			14,925	03/01/2016	03/01/2016	Class A Common Stock	14,925	⁽⁷⁾	22,163	D
Performance-based Restricted Stock Units⁽¹⁾	⁽⁷⁾	03/01/2016		M			124,431	03/01/2016	03/01/2016	Class A Common Stock	124,431	⁽⁷⁾	56,177	D

Explanation of Responses:

1. Shares of Class A common stock were acquired upon the vesting of the relevant portion of a prior grant of Performance-based Restricted Stock Units ("PRSUs") awarded with respect to compensation for 2012, including certain Restricted Stock Units ("RSUs") that had been acquired pursuant to the dividend equivalent reinvestment provisions of the underlying PRSU award. The grant was previously reflected in Lazard Ltd's proxy statements.

2. Represents shares of Class A common stock withheld by the Company to cover estimated taxes arising from the vesting of PRSUs.

3. Represents the New York Stock Exchange closing price of Class A common stock on February 29, 2016, the trading day immediately preceding the vesting date.

4. Additional RSUs were acquired pursuant to the dividend equivalent reinvestment provisions of underlying PRSU awards.

5. Each RSU represents a contingent right to receive one share of Class A common stock.

6. Of these RSUs, 6,026 vested on March 1, 2016, 3,694 will vest on or around March 1, 2017, 3,374 will vest on or around March 1, 2018 and 6,715 will vest on or around March 1, 2019.

7. Each RSU, and each PRSU (the performance conditions of which have been satisfied), represented or represents a contingent right to receive one share of Class A common stock.

Remarks:

	/s/ Ashish Bhutani by Scott D. Hoffman under a P of A	03/01/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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