SEC Form 4 · accession 0001001250-15-000021

ESTEE LAUDER COMPANIES INC · EL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

William P Lauder

Officer — Executive Chairman · Director · 10% Owner

1992 GRAT REMAINDER TRUST FBO WILLIAM LAUDER

10% Owner · Other

Period of report

Feb 27, 2015

Accepted (ET)

Mar 3, 2015 · 5:09 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 Stock^F1,F2	Feb 27, 2015	J	526,953	—	D	0	D
Class A Common Stock^F1,F3	Feb 27, 2015	J	526,953	—	A	795,615	D
Class A Common Stock^F4	holding	—	—		—	24,360	I	WPL as trustee
Class A Common Stock^F6	holding	—	—		—	10,468	I	by children of WPL

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 Stock^F1,F3,F5	—	Feb 27, 2015	J	526,953	D	—	—	Class A Common Stock	526,953	741,351	D
Class B Common Stock^F1,F2,F5	—	Feb 27, 2015	J	526,953	A	—	—	Class A Common Stock	526,953	7,352,553	D
Class B Common Stock^F6,F5	—	holding	—	—	—	—	—	Class A Common Stock	45,750	45,750	I

Explanation of responses

F1The 1992 GRAT Remainder Trust f/b/o William P. Lauder (the "WPL GRAT Rem. Trust") received 526,953 shares of Class A Common Stock from William P. Lauder ("WPL") in exchange for transferring 526,953 shares of Class B Common Stock to WPL.
F2Owned by WPL directly.
F3Owned by WPL GRAT Rem. Trust directly. Owned by each of WPL and Gary M. Lauder ("GML"), indirectly, as trustees of the WPL GRAT Rem. Trust. Each of WPL and GML disclaims beneficial ownership except to the extent of their respective pecuniary interest in such securities.
F4Owned by The 1992 GRAT Remainder Trust f/b/o Gary M. Lauder (the "GML GRAT Rem. Trust") . Owned by each of WPL and GML, indirectly, as trustees of the GML GRAT Rem. Trust. Each of WPL and GML disclaims beneficial ownership except to the extent of their respective pecuniary interest in such securities.
F5There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock may be converted immediately 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" (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.
F6Owned by WPL indirectly, in custody for his children. WPL disclaims beneficial ownership except to the extent of his pecuniary interest in such securities.

Remarks

Exhibit 99.1: Joint Filer Information, incorporated herein by reference.