Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust Inactive
Filed: 22 Apr 15, 12:00am
| 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) 04/20/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Class B Common Stock | (1) | 04/20/2015 | J(2) | 9,751,892 | (3) | (3) | Class A Common Stock | 9,751,892 | (4) | 0 | D(5) | ||||
| Class B Common Stock | (1) | 04/20/2015 | J(2) | 9,751,892 | (3) | (3) | Class A Common Stock | 9,751,892 | (4) | 11,196,516 | I(6) | Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d 4/24/00 | |||
| Class B Common Stock | (1) | (3) | (3) | Class A Common Stock | 1,675,000 | 1,675,000 | D(6) | ||||||||
| Class B Common Stock | (1) | (3) | (3) | Class A Common Stock | 4,910,594 | 4,910,594 | I(6) | Trust Under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement dated December 24, 2008. | |||||||
1. Name and Address of Reporting Person*
(Street)
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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. There is no conversion price for the Class B Common Stock. It is convertible into shares of Class A Common Stock on a one-to-one basis. |
| 2. On April 20, 2015, Aerin Lauder Zinterhofer ("ALZ"), as sole trustee of the Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust ("ALZ 2008 GRAT"), caused the transfer by the ALZ 2008 GRAT of 9,751,892 shares of the Class B Common Stock to the Aerin Lauder Zinterhofer Trust U/A/D 4/24/00 ("ALZ 2000 Revocable Trust") (the "Transaction"). At the time of the Transaction, the ALZ 2000 Revocable Trust was the sole beneficiary of the ALZ 2008 GRAT by reason of having accepted, on such date, a transfer from ALZ of all of her interest in the ALZ 2008 GRAT for no consideration and already being the remainder interest holder of the ALZ 2008 GRAT. |
| 3. Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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" 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. |
| 4. Not applicable. |
| 5. By Aerin Lauder Zinterhofer 2008 GRAT. |
| 6. By Aerin Lauder Zinterhofer. |
| Remarks: |
| *The full name of the Reporting Trust is: Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust, u/a/d December 24, 2008, by Aerin Lauder Zinterhofer, as Grantor ("2008 GRAT"). |
| Aerin Lauder Zinterhofer, Trustee, by Maureen Sladek, attorney-in-fact | 04/22/2015 | |
| Aerin Lauder, by Maureen Sladek, attorney-in-fact | 04/22/2015 | |
| Richard D. Parsons, Trustee, Aerin Lauder Zinterhofer 2000 Revocable Trust, by Maureen Sladek, attorney-in-fact | 04/22/2015 | |
| ** 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. | ||