SEC Form 4 · accession 0001001250-15-000016
ESTEE LAUDER COMPANIES INC · EL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald S Lauder
Officer — Chairman, Clinique Labs LLC · 10% Owner
Period of report
Feb 26, 2015
Accepted (ET)
Feb 27, 2015 · 5:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001001250
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Feb 26, 2015 | C | 200,000 | — | A | 200,000 | D | |
| Class A Common StockF3,F4 | Feb 26, 2015 | S | 177,592 | $81.95 | D | 22,408 | D | |
| Class A Common StockF3,F5 | Feb 27, 2015 | S | 22,408 | $82.58 | D | 0 | D | |
| Class A Common StockF6 | holding | — | — | — | 6,364 | I | by Descendants of RSL 1966 Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2 | — | Feb 26, 2015 | C | 200,000 | D | — | — | Class A Common Stock | 200,000 | 10,047,031 | D |
| Class B Common StockF6,F2 | — | holding | — | — | — | — | — | Class A Common Stock | 6,364 | 6,364 | I |
Explanation of responses
- F1Ronald S. Lauder ("RSL") converted 200,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock.
- F2There 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 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.
- F3The 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.
- F4Sales prices range from $81.62 to $82.31 per share, inclusive.
- F5Sales prices range from $82.10 to $82.74 per share, inclusive.
- F6RSL disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities.