SEC Form 4 · accession 0001001250-15-000036
ESTEE LAUDER COMPANIES INC · EL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fabrizio Freda
Officer — President and CEO · Director
Period of report
May 5, 2015
Accepted (ET)
May 6, 2015 · 4:04 pm EDT
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 | May 5, 2015 | M | 150,000 | $26.415 | A | 223,174 | D | |
| Class A Common StockF3,F4 | May 5, 2015 | S | 37,381 | $86.33 | D | 185,793 | D | |
| Class A Common StockF3,F5 | May 5, 2015 | S | 98,629 | $88.08 | D | 87,164 | D | |
| Class A Common StockF3,F6,F7 | May 5, 2015 | S | 13,990 | $88.86 | D | 73,174 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F8,F7,F2 | $26.415 | May 5, 2015 | M | 150,000 | D | Jan 1, 2010 | Sep 11, 2018 | Class A Common Stock | 150,000 | 0 | D |
Explanation of responses
- F1The exercise of the options and sales of the shares of Class A Common Stock were made pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on March 5, 2015.
- F2Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 116,666 shares exercisable from and after January 1, 2010; 116,666 shares exercisable from and after January 1, 2011; 116,668 shares exercisable from and after January 1, 2012.
- 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 $86.64 to $87.63 per share, inclusive.
- F5Sales prices range from $87.64 to $88.63 per share, inclusive.
- F6Sales prices range from $88.65 to $89.60 per share, inclusive.
- F7The Reporting Person has stock options to purchase at various prices 1,199,504 shares of Class A Common Stock, 932,151 of which are currently exercisable. In addition, the Reporting Person currently has Restricted Stock Units in respect of 177,837 shares of Class A Common Stock expected to vest at various times through October 2017.
- F8Not applicable.