SEC Form 4 · accession 0001001250-16-000173
ESTEE LAUDER COMPANIES INC · EL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 11, 2016
Accepted (ET)
May 13, 2016 · 5:25 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,F3,F4 | May 11, 2016 | C | 500,000 | — | A | 500,000 | D | |
| Class A Common StockF6,F7,F3,F4 | May 11, 2016 | S | 100,000 | $94.93 | D | 400,000 | D | |
| Class A Common StockF6,F8,F3,F4 | May 12, 2016 | S | 149,800 | $94.29 | D | 250,200 | D | |
| Class A Common StockF6,F9,F3,F4 | May 12, 2016 | S | 49,700 | $95.11 | D | 200,500 | D | |
| Class A Common StockF6,F10,F3,F4 | May 12, 2016 | S | 500 | $95.77 | D | 200,000 | D | |
| Class A Common StockF6,F11,F3,F4 | May 13, 2016 | S | 77,100 | $93.20 | D | 122,900 | D |
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 StockF2,F3,F4 | — | May 11, 2016 | C | 500,000 | D | — | — | Class A Common Stock | 500,000 | 89,659,684 | D |
Explanation of responses
- F1LAL Family Partners L.P. ("LALFP") converted shares of Class B Common Stock into an equal number of shares of Class A Common Stock.
- F10Sales prices range from $95.75 to $95.79 per share, inclusive.
- F11Sales prices range from $93.00 to $93.60 per share, inclusive.
- F2There 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.
- F3Owned directly by LALFP.
- F4The sole general partner of LALFP is LAL Family Corporation ("LALFC"). LALFC indirectly beneficially owns all shares of Class A and Class B Common Stock owned by LALFP.
- F5Sold by LALFP.
- F6The 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 the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by such Reporting Person at each separate price within the range.
- F7Sales prices range from $94.45 to $95.20 per share, inclusive.
- F8Sales prices range from $93.74 to $94.73 per share, inclusive.
- F9Sales prices range from $94.74 to $95.73 per share, inclusive.