| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 28
)*
|
The Estee Lauder Companies Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
518439104 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 518439104 |
| 1 | Names of Reporting Persons Richard D. Parsons | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 23,027.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
This Amendment is being filed by Mr. Richard D. Parsons' estate as a result of (1) a change in trustee for the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor (the "2000 Revocable Trust"), effective December 7, 2024 (on that date, Aerin Lauder Zinterhofer replaced Richard D. Parsons as sole trustee for the 2000 Revocable Trust. As a result of this change, Mr. Parsons was no longer a party to the Stockholders' Agreement.) and (2) the death of Mr. Parsons on December 26, 2024. As a result of his death, the Reporting Person no longer has indirect beneficial ownership of any the Class A Common Stock or Class B Common Stock of The Estee Lauder Companies Inc. held by The Parsons Family Foundation, The 4202 Trust or the Rebecca L. Parsons 2012 Trust. For the remainder of this Amendment, references to the Reporting Person include Mr. Parsons' estate following his death. For Rows (5) through (9) and (11) of the cover page of this Schedule 13G, see Item 4.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: The Estee Lauder Companies Inc. | |
| (b) | Address of issuer's principal executive
offices: 767 Fifth Avenue New York , NY, 10153 | |
| Item 2. | ||
| (a) | Name of person filing: Richard D. Parsons (the "Reporting Person") | |
| (b) | Address or principal business office or, if
none, residence: 767 Fifth Avenue New York, NY 10153 | |
| (c) | Citizenship: United States | |
| (d) | Title of class of securities: Class A Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.: 518439104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of December 31, 2024, the Reporting Person beneficially owned 23,027 shares of EL Class A Common Stock ("Class A Common Stock") of The Estee Lauder Companies Inc. (the "Issuer") as follows: (i) 8,065 shares of Class A Common Stock issuable pursuant to options held by the Reporting Persons that are exercisable on, or within 60 days following, December 31, 2024; and (ii) 14,962 stock units, such shares will be paid out in shares of Class A Common Stock on the first business day of January 2025. | |
| (b) | Percent of class: The responses of the Reporting Person to Row (11) of the cover page of this Schedule 13G are incorporated herein by reference. As of December 31, 2024, the 23,027 shares of Class A Common Stock beneficially owned by the Reporting Person constitute 0% of the aggregate voting power of the Issuer. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The responses of the Reporting Person to Rows (5) through (9) of the cover page of this Schedule 13G are incorporated herein by reference. As of December 31, 2024, the Reporting Person has sole voting power with respect to the 23,027 shares of Class A Common Stock as follows: (i) 8,065 shares of Class A Common Stock issuable pursuant to options held by the Reporting Person that are exercisable on, or within 60 days following, December 31, 2024 and(ii) 14,962 stock units, held directly, such shares will be paid out in shares of Class A Common Stock on the first business day of January 2025. | ||
| (ii) Shared power to vote or to direct the
vote: Not applicable. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The responses of the Reporting Person to Rows (5) through (9) of the cover page of this Schedule 13G are incorporated herein by reference. As of December 31, 2024, the Reporting Person has sole voting and dispositive power with respect to the 23,027 shares of Class A Common Stock as follows: (i) 8,065 shares of Class A Common Stock issuable pursuant to options held by the Reporting Person that are exercisable on, or within 60 days following, December 31, 2024; and (ii) 14,962 stock units, held directly, such shares will be paid out in shares of EL Class A Common Stock on the first business day of January 2025. | ||
| (iv) Shared power to dispose or to direct the
disposition of: Not applicable | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
As a result of the Reporting Person no longer being a trustee for the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor (the "2000 Revocable Trust"), effective December 7, 2024, the Reporting Person is no longer a party to a Stockholders' Agreement (the "Stockholders' Agreement"), dated November 22, 1995, as amended, among the parties listed on Exhibit A attached thereto. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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