CEO & Chairman Orszag Peter Richard returned $3,492,040 worth of shares to the company (77,446 units at $45.09), sold $5,859,927 worth of shares (129,078 units at $45.40) and converted options into 258,154 shares, increasing direct ownership by 44% to 170,285 units (SEC Form 4)
$LAZ
Investment Managers
Finance
| 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
|
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Lazard, Inc. [ LAZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/13/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/13/2025 | M | 258,154 | A | (1) | 376,809(2) | D | |||
| Common Stock | 03/13/2025 | D | 77,446(3) | D | $45.09(4) | 299,363(2) | D | |||
| Common Stock | 03/14/2025 | S | 27,208(5) | D | $44.8718(6) | 272,155(2) | D | |||
| Common Stock | 03/14/2025 | S | 37,331(5) | D | $45.5102(7) | 234,824(2) | D | |||
| Common Stock | 03/17/2025 | S | 38,187(5) | D | $45.313(8) | 196,637(2) | D | |||
| Common Stock | 03/17/2025 | S | 26,352(5) | D | $45.9072(9) | 170,285(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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-based Restricted Participation Units(10) | (11) | 03/13/2025 | M | 258,154 | (1) | (1) | Common Stock | 258,154 | (11) | 0(12) | D | ||||
| Restricted Participation Units | (13) | 03/14/2025 | A | 168,206 | (13) | (13) | Common Stock | 168,206 | (14) | 306,546(12) | D | ||||
| Explanation of Responses: |
| 1. Shares of Common Stock were acquired upon the exchange of the Performance-based Restricted Participation Units ("PRPUs") referenced in Footnote (10). |
| 2. Amount excludes 63,666 restricted stock 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 PRPUs referenced in Footnote (10). |
| 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 (10). |
| 5. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024. Sales of shares pursuant to the plan are intended to cover estimated taxes and other personal expenditures. |
| 6. The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions that were executed on March 14, 2025 in trades with average execution prices ranging from $44.31 to $45.31 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 ranges set forth in this report. |
| 7. The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions that were executed on March 14, 2025 in trades with average execution prices ranging from $45.32 to $45.87 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 ranges set forth in this report. |
| 8. The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions that were executed on March 17, 2025 in trades with average execution prices ranging from $44.80 to $45.80, 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 ranges set forth in this report. |
| 9. The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions that were executed on March 17, 2025 in trades with average execution prices ranging from $45.81 to $46.11, 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 ranges set forth in this report. |
| 10. Represents a prior grant of PRPUs awarded with respect to compensation for 2021 of which performance and other conditions have been satisfied. The grant at target was reflected in the Company's proxy statement for the relevant year. |
| 11. 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. |
| 12. Amount excludes a prior grant of 1,250,000 Stock Price Performance-based Restricted Participation Units, which was reflected in the Company's proxy statement for the relevant year. |
| 13. These Restricted Participation Units ("RPUs") will vest on or around March 15, 2027. |
| 14. 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. |
| Remarks: |
| /s/ Peter R. Orszag by Shari L. Soloway under a P of A | 03/17/2025 | |
| ** 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). | ||
| ** 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. | ||