Lauder Ronald S Form 4 ESTEE LAUDER COMPANIES / RONALD S LAUDER 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^*

LAUDER RONALD S

(Last) (First) (Middle)

C/O 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman, Clinique Labs, LLC

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2018

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

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
Forward sale contract (obligation to sell)	(1)(2)(3)(4)(5)	09/10/2018		J/K(1)(2)(3)(4)(5)			2,000,000	11/20/2018	11/20/2018	Class A Common Stock	2,000,000	(1)(2)(3)(4)(5)	0	D
Forward sale contract (obligation to sell)	(1)(2)(3)(4)(5)	09/10/2018		J/K(1)(2)(3)(4)(5)		2,000,000		05/21/2019	05/21/2019	Class A Common Stock	2,000,000	(1)(2)(3)(4)(5)	2,000,000	D
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	9,403,531		9,403,531	D
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	6,364		6,364	I(7)	by Descendants of RSL 1966 Trust

Explanation of Responses:

1. On February 6, 2018, the reporting person entered into an amended prepaid variable forward sale contract (the "Prior Contract") with an unaffiliated third party buyer. On September 10, 2018, the reporting person amended the Prior Contract (the "Amended Contract") which extended the maturity date on the outstanding prepaid variable forward contract from November 20, 2018 to May 21, 2019. The contract obligates the reporting person to deliver to the buyer up to 2,000,000 shares of EL Class A Common Stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of EL Class A Common Stock at the time) following the maturity date of the contract subject to acceleration.

2. In exchange for assuming this obligation under the original prepaid variable forward sale contract in June 2011, the reporting person received a cash payment at that time. No payments were made by either party in connection with the Amended Contract. The reporting person has pledged 2,000,000 shares of EL Class B Common Stock (the "Pledged Shares") to secure his obligations under the Amended Contract, but retained voting and certain dividend rights in the Pledged Shares during the term of the pledge but the reporting person is required to make a cash payment upon the occurrence of certain dividends that may be declared prior to the maturity date.

3. Under the Amended Contract, the number of shares of EL Class A Common Stock to be delivered to the buyer at settlement will be based on the following formula, which references a settlement price that will be determined by the arithmetic mean of the closing prices of EL Class A Common Stock on each of the five trading days up to, and including, the maturity date (the "Settlement Price"):

4. (A) if the Settlement Price is less than $138.75 (amended from $135.793 under the Prior Contract), the reporting person will deliver 2,000,000 shares; (B) if the Settlement Price is less than $150.00 (amended from $151.8845 under the Prior Contract), but equal to or greater than $138.75 (amended from $135.793 under the Prior Contract), the reporting person will deliver a number of shares equal to 2,000,000 multiplied by a ratio of (i) $138.75 (amended from $135.793 under the Prior Contract) divided by (ii) the Settlement Price;

5. and (C) if the Settlement Price is equal to or greater than $150.00 (amended from $151.8845 under the Prior Contract), the reporting person will deliver a number of shares equal to 2,000,000 multiplied by a ratio equal to one minus (i) the difference between $150.00 (amended from $151.8845 under the Prior Contract) and $138.75 (amended from $135.793 under the Prior Contract) divided by (ii) Settlement Price, subject in each case to adjustment upon the occurrence of certain corporate events applicable to the EL Class A Common Stock. The number of shares of EL Class A Common Stock to be delivered and the number of Pledged Shares are also subject to adjustment in such event.

6. There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock (i) may be converted immediately on a one-for-one basis by the holder into shares of Class A Common Stock and (ii) 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.

7. Ronald S. Lauder disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities.

	Ronald S. Lauder, by /s/ Maureen Sladek, Attorney-in-fact	09/10/2018
	** Signature of Reporting Person	Date
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* 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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