SEC Form 4 · accession 0001001250-15-000069
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
Aug 27, 2015
Accepted (ET)
Aug 31, 2015 · 2:37 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 | Aug 27, 2015 | C | 35,000 | — | A | 35,000 | D | |
| Class A Common StockF3 | Aug 27, 2015 | G | 25,000 | — | D | 10,000 | D | |
| Class A Common StockF3 | Aug 27, 2015 | G | 10,000 | — | D | 0 | D | |
| Class A Common StockF4 | 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 StockF3,F2 | — | Aug 27, 2015 | C | 35,000 | D | — | — | Class A Common Stock | 35,000 | 10,012,031 | D |
| Class B Common StockF4,F2 | — | holding | — | — | — | — | — | Class A Common Stock | 6,364 | 6,364 | I |
Explanation of responses
- F1Ronald S. Lauder ("RSL") converted 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.
- F3Not applicable.
- F4RSL disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities.