Sec Form 4 Filing - Stern Alexander F. @ Lazard Ltd - 2020-02-20

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 Stern Alexander F. 2. Issuer Name and Ticker or Trading Symbol Lazard Ltd [ LAZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O LAZARD LTD, 30 ROCKEFELLER PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2020 (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 Stock Units ( 1 ) ( 2 ) 02/20/2020 A 109,129 ( 3 ) ( 3 ) Class A Common Stock 109,129 ( 2 ) 176,809 D Performance-based Restricted Participation Units ( 4 ) ( 5 ) 02/20/2020 A 31,010 ( 6 ) ( 6 ) Class A Common Stock 31,010 ( 5 ) 31,010 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stern Alexander F. C/O LAZARD LTD 30 ROCKEFELLER PLAZA NEW YORK, NY10112 President Signatures /s/ Alexander F. Stern by Scott D. Hoffman under a P of A 02/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents prior grants of Performance-based Restricted Stock Units ("PRSUs") awarded with respect to compensation for 2016 and 2017 for which performance conditions have been satisfied. The grants were previously reflected in the Company's proxy statements for the relevant years. ( 2 )Each PRSU (the performance conditions of which have been satisfied) represents a contingent right to receive one share of Class A Common Stock. ( 3 )Of these PRSUs, 89,649 will vest on or around March 2, 2020, and 19,480 will vest on or around March 1, 2021. ( 4 )Represents a prior grant of Performance-based Restricted Participation Units ("PRPUs") awarded with respect to compensation for 2018 for which performance conditions have been satisfied. The grant was previously reflected in the Company's proxy statement for the relevant year. ( 5 )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 Class A Common Stock. ( 6 )These PRPUs will vest on or around March 1, 2022. ( 7 )Amount excludes 283,595 shares of Class A Common Stock directly or indirectly beneficially 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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