SEC Form 4 · accession 0001001250-15-000097
ESTEE LAUDER COMPANIES INC · EL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sara E Moss
Officer — Exec. VP and Gen. Counsel
Period of report
Nov 2, 2015
Accepted (ET)
Nov 4, 2015 · 4:36 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 StockF1 | Nov 2, 2015 | M | 9,449 | $0.00 | A | 86,681 | D | |
| Class A Common Stock | Nov 2, 2015 | F | 5,276 | $86.37 | D | 81,405 | D | |
| Class A Common StockF3,F4 | Nov 4, 2015 | S | 8,112 | $85.96 | D | 73,293 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (Share Payout)F5,F1,F6 | — | Nov 2, 2015 | M | 9,449 | D | — | — | Class A Common Stock | 9,449 | 29,047 | D |
Explanation of responses
- F1Not applicable. Restricted Stock Units ("RSUs") vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date.
- F2Represents the withholding of shares for tax purposes.
- 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 $85.87 to $86.04 per share, inclusive.
- F5Vesting of portions of RSUs granted September 4, 2012, September 4, 2013 and September 3, 2014.
- F6Remaining RSUs from grants dated November 14, 2012, September 4, 2013, September 3, 2014 and September 4, 2015 will vest and be paid out as follows: 8,874 on November 16, 2015; 10,160 on October 31, 2016; 6,611 on October 31, 2017; and 3,402 on October 31, 2018. Upon payout, additional shares will be withheld to cover minimum statutory tax obligations. RSUs are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares.