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

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)
03/11/2024

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

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	03/11/2024		M		168,539	A	⁽¹⁾	377,448⁽²⁾	D
Common Stock	03/11/2024		D		75,000⁽³⁾	D	$39.2⁽⁴⁾	302,448⁽²⁾	D
Common Stock	03/13/2024		S		75,000	D	$39.35⁽⁵⁾	227,448⁽²⁾	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)
Performance-based Restricted Participation Units⁽⁶⁾	⁽⁷⁾	03/11/2024		M			168,539	⁽¹⁾	⁽¹⁾	Common Stock	168,539	⁽⁷⁾	0	D

Explanation of Responses:

1. Shares of Common Stock were acquired upon the exchange of a prior grant of Performance-based Restricted Participation Units ("PRPUs") into shares of Common Stock.

2. Amount excludes 84,336 shares of Common Stock indirectly beneficially owned by the reporting person by trust and 198,946 restricted participation units directly or indirectly beneficially owned by the reporting person.

3. Represents shares of Common Stock sold to the Company to cover estimated taxes arising from the exchange of the PRPUs referenced in Footnote (1).

4. Represents the average of the high and low price of Common Stock on the New York Stock Exchange on the date of the exchange of the PRPUs referenced in Footnote (1).

5. The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions that were executed on March 13, 2024 in trades with average execution prices ranging from $39.25 to $39.50, inclusive. 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 range set forth in this report.

6. Represents a prior grant of PRPUs awarded with respect to compensation for 2020 for which performance and other conditions have been satisfied. The grant at target was previously reflected in the Company's proxy statement for the relevant year.

7. 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.

Remarks:

	/s/ Evan L. Russo by Shari L. Soloway under a P of A	03/13/2024
	** 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).
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