SEC Form 4 · accession 0001001250-15-000035
ESTEE LAUDER COMPANIES INC · EL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Aerin Lauder
Director · 10% Owner
Period of report
Apr 20, 2015
Accepted (ET)
Apr 22, 2015 · 1:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001001250
Table I — non-derivative securities
No Table I lines on this filing.
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 StockF4,F5,F1,F3 | — | Apr 20, 2015 | J | 9,751,892 | D | — | — | Class A Common Stock | 9,751,892 | 0 | D |
| Class B Common StockF4,F6,F1,F3 | — | Apr 20, 2015 | J | 9,751,892 | A | — | — | Class A Common Stock | 9,751,892 | 11,196,516 | I |
| Class B Common StockF6,F1,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 1,675,000 | 1,675,000 | D |
| Class B Common StockF6,F1,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 4,910,594 | 4,910,594 | I |
Explanation of responses
- F1There 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.
- F2On 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.
- F3Shares 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.
- F4Not applicable.
- F5By Aerin Lauder Zinterhofer 2008 GRAT.
- F6By 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").