Sec Form 4 Filing - Russo Evan L @ Lazard, Inc. - 2024-02-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Russo Evan L 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 (Last) (First) (Middle) C/O LAZARD, INC., 30 ROCKEFELLER PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2024 (Street) NEW YORK, NY10112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Russo Evan L C/O LAZARD, INC. 30 ROCKEFELLER PLAZA NEW YORK, NY10112 CEO of Asset Management Signatures /s/ Evan L. Russo by Shari L. Soloway under a P of A 02/26/2024 Signature of Reporting Person Date

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.

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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