Lauder William P Form 4 ESTEE LAUDER COMPANIES / William P Lauder ownership change

SEC Form 4

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lauder William P

(Last) (First) (Middle)

THE ESTEE LAUDER COMPANIES INC.

767 FIFTH AVE.

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESTEE LAUDER COMPANIES INC [ EL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Class A Common Stock	09/06/2016		A(1)		12,581(1)	A	$0	24,342	D
Class A Common Stock	09/06/2016		F(2)		5,437	D	$89.4	18,905	D
Class A Common Stock								10,468	I	by children of Reporting Person
Class A Common Stock								400,000	I	as co-trustee of 1992 GRAT Remainder f/b/o William P. Lauder

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
Option (Right to Buy)	$89.47	09/06/2016		A		35,649		(3)	09/06/2026	Class A Common Stock	35,649	(3)	35,649	D
Restricted Stock Units (Share Payout)	$0(4)	09/06/2016		A		9,687		(5)	(5)	Class A Common Stock	9,687	(5)	32,307(5)	D

Explanation of Responses:

1. Reflects payout of Performance Share Units ("PSUs") granted to Reporting Person on September 4, 2013.

2. Represents the withholding of shares for tax purposes in connection with the payout of the PSUs.

3. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 11,883 shares exercisable from and after January 1, 2018; 11,883 shares exercisable from and after January 1, 2019; and 11,883 shares exercisable from and after January 1, 2020.

4. Not applicable. Restricted Stock Units ("RSUs") vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date.

5. Assuming continued employment, the RSUs granted on September 6, 2016 will vest and be paid out as follows: 3,229 on October 31, 2017; 3,229 on October 31, 2018; and 3,229 on October 31, 2019. Assuming continued employment, the RSUs held by the Reporting Person will vest and be paid out as follows: 11,506 on October 31, 2016; 10,608 on October 31, 2017; 6,964 on October 31, 2018; and 3,229 on October 31, 2019. Upon payout, shares will be withheld to cover minimum statutory tax obligations. RSUs are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares.

Remarks:

	William P. Lauder, by Maureen Sladek, Attorney-in-fact	09/08/2016
	** 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.