Freda Fabrizio Form 4 ESTEE LAUDER COMPANIES / Fabrizio Freda 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^*

Freda Fabrizio

(Last) (First) (Middle)

THE ESTEE LAUDER COMPANIES INC.

767 FIFTH AVENUE

(Street)

NEW YORK NY 10153

(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	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2021

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	09/02/2021		A(1)		35,104(1)	A	$0	110,778	D
Class A Common Stock	09/02/2021		F(2)		20,143	D	$0	90,635	D
Class A Common Stock	09/03/2021		S(3)		7,503(4)	D	$342.24(4)(5)	83,132	D
Class A Common Stock	09/03/2021		S(3)		6,958(4)	D	$342.88(4)(6)	76,174	D
Class A Common Stock	09/03/2021		S(3)		500(4)	D	$343.91(4)(7)	75,674	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
Option (right to buy)	$344.06	09/02/2021		A		55,542(8)		(8)	09/02/2031	Class A Common Stock	55,542	(9)	55,542	D
Restricted Stock Units (Share Payout)	(9)	09/02/2021		A		14,363(10)		(10)	(10)	Class A Common Stock	14,363	(9)	14,363	D

Explanation of Responses:

1. Reflects payout of Performance Share Units ("PSUs") granted to Reporting Person on September 4, 2018.

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

3. The sales of the shares of Class A Common Stock were made pursuant to a plan intended to comply with Rule 10b5-1(c) entered into on May 10, 2021.

4. The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price. The Reporting Person undertakes to provide to the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.

5. Sales prices range from $341.52 to $342.50 per share, inclusive.

6. Sales prices range from $342.51 to $343.32 per share, inclusive.

7. Sales prices range from $343.68 to $344.39 per share, inclusive.

8. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of: 18,514 shares exercisable from and after January 1, 2023; 18,514 shares exercisable from and after January 1, 2024; and 18,514 shares exercisable from and after January 1, 2025.

9. Not applicable.

10. Assuming continued employment, these Restricted Stock Units ("RSUs") will vest and be paid out as follows: 4,787 on November 1, 2022; 4,788 on November 1, 2023; and 4,788 on November 1, 2024. RSUs vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date. Upon payout, shares will be withheld to cover 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:

	Fabrizio Freda, by Maureen Sladek, attorney-in-fact	09/07/2021
	** 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).
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