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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ESTEE LAUDER COMPANIES INC [ EL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/23/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/23/2017 | M | 300,000 | A | $21.29 | 323,986 | D(1) | |||
| Class A Common Stock | 02/23/2017 | M | 300,000 | A | $26.42 | 623,986 | D(1) | |||
| Class A Common Stock | 02/23/2017 | M | 177,304 | A | $17 | 801,290 | D(1) | |||
| Class A Common Stock | 02/23/2017 | J(2) | 741,351 | D | (2) | 59,939 | D(1) | |||
| Class A Common Stock | 02/23/2017 | J(2) | 741,351 | A | (2) | 1,141,351 | D(3) | |||
| Class A Common Stock | 10,468 | I(4) | by children of WPL | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $21.29 | 02/23/2017 | M | 300,000(5) | (5) | 09/21/2017 | Class A Common Stock | 300,000 | (6) | 0 | D(1) | ||||
| Option (right to buy) | $26.42 | 02/23/2017 | M | 300,000(7) | (7) | 09/11/2018 | Class A Common Stock | 300,000 | (6) | 0 | D(1) | ||||
| Option (right to buy) | $17 | 02/23/2017 | M | 177,304(8) | (8) | 09/02/2019 | Class A Common Stock | 177,304 | (6) | 0 | D(1) | ||||
| Class B Common Stock | (9) | 02/23/2017 | J(2) | 741,351 | (9) | (9) | Class A Common Stock | 741,351 | (2) | 0 | D(3) | ||||
| Class B Common Stock | (9) | 02/23/2017 | J(2) | 741,351 | (9) | (9) | Class A Common Stock | 741,351 | (2) | 8,093,904 | D(1) | ||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 45,750 | 45,750 | I(4) | by children of WPL | |||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Owned by WPL directly. |
| 2. The 1992 GRAT Remainder Trust f/b/o William P. Lauder (the "WPL GRAT Rem. Trust") received 741,351 shares of Class A Common Stock from William P. Lauder ("WPL") in exchange for transferring 741,351 shares of Class B Common Stock to WPL. |
| 3. Owned by WPL GRAT Rem. Trust directly. Owned by each of WPL and Gary M. Lauder ("GML"), indirectly, as trustees of the WPL GRAT Rem. Trust. Each of WPL and GML disclaims beneficial ownership except to the extent of their respective pecuniary interest in such securities. |
| 4. Owned by WPL indirectly, in custody for his children. WPL disclaims beneficial ownership except to the extent of his pecuniary interest in such securities. |
| 5. Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2009; 100,000 shares exercisable from and after January 1, 2010; and 100,000 shares exercisable from and after January 1, 2011. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2009; 50,000 shares exercisable from and after January 1, 2010; and 50,000 shares exercisable from and after January 1, 2011 at an exercise price of $42.58, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. |
| 6. Not applicable. |
| 7. Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2010; 100,000 shares exercisable from and after January 1, 2011; and 100,000 shares exercisable from and after January 1, 2012. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2010; 50,000 shares exercisable from and after January 1, 2011; and 50,000 shares exercisable from and after January 1, 2012 at an exercise price of $52.83, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. |
| 8. Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 59,100 shares exercisable from and after January 1, 2011; 59,102 shares exercisable from and after January 1, 2012; and 59,102 shares exercisable from and after January 1, 2013. This option was previously reported as covering 29,550 shares exercisable from and after January 1, 2011; 29,551 shares exercisable from and after January 1, 2012; and 29,551 shares exercisable from and after January 1, 2013 at an exercise price of $34.00, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012. |
| 9. There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock may be converted immediately on a one-for-one basis by the holder and are automatically converted into Class A Common Stock on a one-for-one basis upon transfer to a person or entity that is not a "Permitted Transferee" (as defined in the Issuer's Restated Certificate of Incorporation) or soon after a record date for a meeting of stockholders where the outstanding Class B Common Stock constitutes less than 10% of the outstanding shares of Common Stock of the Issuer. |
| Remarks: |
| 1992 GRAT Remainder Trust F/B/O William Lauder, by Maureen Sladek, Attorney-in-fact | 02/24/2017 | |
| 1992 GRAT Remainder Trust F/B/O William Lauder, by Maureen Sladek, Attorney-in-fact | 02/24/2017 | |
| ** 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. | ||