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:
William P. Lauder (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 8,595,304 shares of The Estee Lauder Companies Inc. (the "Issuer') Class A Common Stock of as follows: (i) 10,067 shares of Class A Common Stock and 8,515,960 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the "Class B Common Stock"), held directly by the Reporting Person and (ii) 69,277 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. |
(b) | Percent of class:
The response of the Reporting Person to Row (11) of the cover page of this Schedule 13G are incorporated herein by reference. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock and is automatically converted into one share of Class A Common Stock upon transfer to a person who is not a Permitted Transferee, as that term is defined in the Issuer's Restated Certificate of Incorporation. Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Reporting Person, the Reporting Person would beneficially own 8,595,304 shares of Class A Common Stock, which would constitute 3.5% of the number of shares of Class A Common Stock outstanding. % |
(c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
The response of the Reporting Person to Row (5) of the cover page of this Schedule 13G is incorporated herein by reference.
|
| (ii) Shared power to vote or to direct the
vote:
The response of the Reporting Person to Row (6) of the cover page of this Schedule 13G is incorporated herein by reference.
|
| (iii) Sole power to dispose or to direct the
disposition of:
The response of the Reporting Person to Row (7) of the cover page of this Schedule 13G is incorporated herein by reference.
|
| (iv) Shared power to dispose or to direct the
disposition of:
The response of the Reporting Person to Row (8) of the cover page of this Schedule 13G is incorporated herein by reference.
|
Item 5. | 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.
The Reporting Person is a party to a Stockholders' Agreement (the "Stockholders' Agreement"), dated November 22, 1995, as amended, among the parties listed on Exhibit A attached hereto. The stockholders who are parties to the Stockholder's Agreement have agreed to vote in favor of the election of Leonard A. Lauder (or one of his sons) and Ronald S. Lauder (or one of his daughters) and one designee of each as directors of the Issuer. The Stockholders' Agreement also contains certain limitations on the transfer of shares of Class A Common Stock. Each stockholder who is a party to the Stockholders' Agreement has agreed to grant to the other parties a right of first offer to purchase shares of Class A Common Stock of the stockholder in the event the stockholder intends to sell to a person (or group of persons) who is not a Lauder Family Member, as defined therein, except in certain circumstances, such as sales in a widely distributed underwritten public offering or sales made in compliance with Rule 144. To the Reporting Person's knowledge, the aggregate number of shares subject to the Stockholders' Agreement represents approximately 84% of the voting power of the Issuer. |
Item 9. | Notice of Dissolution of Group. |
|
Not Applicable
|