Hertzmark Hudis Jane Form 4 ESTEE LAUDER COMPANIES / Hudis Jane Hertzmark 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^*

Hertzmark Hudis Jane

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Group President

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2019

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	10/31/2019		M(1)		7,197(1)	A	$0(2)	56,473	D
Class A Common Stock	10/31/2019		J(3)		73(3)	A	$0(2)	56,546	D
Class A Common Stock	10/31/2019		F(4)		3,869	D	$183.99	52,677	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
Restricted Stock Units (Share Payout)(5)	$0(2)	10/31/2019		M			2,236(6)	10/31/2019(6)	10/31/2019	Class A Common Stock	2,236	$0(2)	0	D
Restricted Stock Units (Share Payout)(5)	$0(2)	10/31/2019		M			2,649(7)	10/31/2019(5)(7)	11/02/2020	Class A Common Stock	2,649	$0(2)	2,650	D
Restricted Stock Units (Share Payout)(5)	$0(2)	10/31/2019		M			2,312(8)	10/31/2019(7)	11/01/2021	Class A Common Stock	2,312	$0(2)	4,625	D

Explanation of Responses:

1. Payout of shares upon vesting of portions of Restricted Stock Units ("RSUs") granted September 6, 2016, September 5, 2017, and September 4, 2018.

2. Not applicable.

3. Payout of dividend shares earned upon vesting of portions of Restricted Stock Units ("RSUs") granted September 6, 2016, September 5, 2017 and September 4, 2018.

4. Represents the withholding of shares for tax purposes.

5. RSUs vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date. RSUs generally vest in three approximately equal installments. 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.

6. RSUs from grant dated September 6, 2016.

7. RSUs from grant dated September 5, 2017. Assuming continued employment, RSUs will vest and be paid out as follows: 2,650 on November 2, 2020.

8. RSUs from grant dated September 4, 2018. Assuming continued employment, RSUs will vest and be paid out as follows: 2,312 on November 2, 2020 and 2,313 on November 1, 2021.

Remarks:

	Jane Hertzmark Hudis, by Maureen Sladek, attorney-in-fact	11/01/2019
	** 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).
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