SEC Form 4 · accession 0001001250-16-000213

ESTEE LAUDER COMPANIES INC · EL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chairman, Clinique Labs LLC · 10% Owner

Period of report

Aug 31, 2016

Accepted (ET)

Sep 1, 2016 · 5:36 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 Stock^F2	Aug 31, 2016	C	608,500	—	A	608,500	D
Class A Common Stock^F3,F4	Aug 31, 2016	S	174,184	$89.10	D	434,316	D
Class A Common Stock^F3,F5	Sep 1, 2016	S	324,799	$88.80	D	109,517	D
Class A Common Stock^F3,F6	Sep 1, 2016	S	1,017	$89.40	D	108,500	D
Class A Common Stock^F7	Sep 1, 2016	G	19,600	—	D	88,900	D
Class A Common Stock^F7	Sep 1, 2016	G	6,450	—	D	82,450	D
Class A Common Stock^F7	Sep 1, 2016	G	21,700	—	D	60,750	D
Class A Common Stock^F7	Sep 1, 2016	G	20,000	—	D	40,750	D
Class A Common Stock^F7	Sep 1, 2016	G	27,250	—	D	13,500	D
Class A Common Stock^F7	Sep 1, 2016	G	13,500	—	D	0	D
Class A Common Stock^F8	holding	—	—		—	6,364	I	by Descendants of RSL 1966 Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F7,F2	—	Aug 31, 2016	C	608,500	D	—	—	Class A Common Stock	608,500	9,403,531	D
Class B Common Stock^F8,F2	—	holding	—	—	—	—	—	Class A Common Stock	6,364	6,364	I

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.
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 $88.79 to $89.27 per share, inclusive.
F5Sales prices range from $88.37 to $89.36 per share, inclusive.
F6Sales prices range from $89.37 to $89.44 per share, inclusive.
F7Not applicable.
F8RSL disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities.