Sec Form 4 Filing - Russo Evan L @ Lazard, Inc. - 2024-03-11

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
03/11/2024
(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
Common Stock 03/11/2024 M 168,539 A 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 (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 ( 6 ) ( 7 ) 03/11/2024 M 168,539 ( 1 ) ( 1 ) Common Stock 168,539 ( 7 ) 0 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 03/13/2024
Signature of Reporting Person Date
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.

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.