Sec Form 5 Filing - Parr Gary @ Lazard Ltd - 2012-12-31

FORM 5 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 Parr Gary 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 _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) C/O LAZARD LTD, 30 ROCKEFELLER PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2012 (Street) NEW YORK, NY10020 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 Class A common stock 11/15/2012 C V 150,045 ( 1 ) A $ 0 1,170,547 D Class A common stock 12/17/2012 A V 279,778 ( 6 ) A $ 0 ( 6 ) 1,450,325 D Class A common stock 12/17/2012 D V 128,698 ( 7 ) D $ 29.86 ( 7 ) 1,321,627 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 Class II Interests of LAZ-MD Holdings LLC $ 0 ( 2 ) 11/15/2012 C V 150,045 ( 2 ) ( 2 ) Class A common stock 150,045 $ 0 0 D Restricted Stock Units ( 3 ) $ 0 ( 4 ) 11/23/2012 A V 3,500 ( 5 ) ( 5 ) Class A common stock 3,500 $ 0 542,951 D Restricted Stock Units $ 0 ( 4 ) 12/17/2012 M V 279,778 ( 6 ) ( 6 ) ( 6 ) Class A common stock 279,778 ( 6 ) $ 0 263,173 D Restricted Stock Units ( 3 ) $ 0 ( 4 ) 12/27/2012 A V 2,998 ( 8 ) ( 8 ) Class A common stock 2,998 $ 0 266,171 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Parr Gary C/O LAZARD LTD 30 ROCKEFELLER PLAZA NEW YORK, NY10020 Former Director Signatures /s/ Gary W. Parr by Scott D. Hoffman under a P of A 02/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class A common stock were acquired upon the exchange of Class II Interests of LAZ-MD Holdings LLC. ( 2 )The Class II Interests of LAZ-MD Holdings LLC were exchangeable on a one-for-one basis for Class A common stock of Lazard Ltd. ( 3 )Additional Restricted Stock Units were acquired pursuant to the dividend equivalent reinvestment provisions of the underlying Restricted Stock Unit award. ( 4 )Each Restricted Stock Unit represents a contingent right to receive one share of Class A common stock. ( 5 )Of the 3,500 Restricted Stock Units acquired, 1,934 vest on March 1, 2013, 878 vest on March 3, 2014 and 688 vest on March 2, 2015. ( 6 )The reporting person exchanged 279,778 previously granted Restricted Stock Units that were scheduled to vest on March 1, 2013 for 279,778 shares of restricted Class A common stock that are scheduled to vest on the same date. The restricted Class A common stock is subject to the same general terms and conditions of, and the restrictive covenants that applied to, the Restricted Stock Units exchanged by the reporting person. ( 7 )The reporting person's receipt of restricted Class A common stock in exchange for the Restricted Stock Units gave rise to a tax on the date of the exchange. The reporting person entered into a forward stock purchase agreement with the Company under which, consistent with past practice, the reporting person agreed to sell to the Company the portion of such restricted Class A common stock representing the amount of such tax. The forward purchase agreement will settle on March 1, 2013 (i.e., the vesting date) at a price of $29.86 per share, which was the New York Stock Exchange closing price of Class A common stock on December 14, 2012. ( 8 )Of the 2,998 Restricted Stock Units acquired, 1,681 vest on March 3, 2014 and 1,317 vest on March 2, 2015.

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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