SEC Form 4 · accession 0001001250-16-000215
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
Sep 6, 2016
Accepted (ET)
Sep 8, 2016 · 4:12 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 StockF1 | Sep 6, 2016 | A | 42,459 | $0.00 | A | 115,633 | D | |
| Class A Common Stock | Sep 6, 2016 | F | 23,701 | $89.40 | D | 91,932 | 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)F3 | $89.47 | Sep 6, 2016 | A | 151,163 | A | — | Sep 6, 2026 | Class A Common Stock | 151,163 | 151,163 | D |
| Restricted Stock Units (Share Payout)F5,F4 | $0.00 | Sep 6, 2016 | A | 41,071 | A | — | — | Class A Common Stock | 41,071 | 159,141 | D |
Explanation of responses
- F1Reflects payout of Performance Share Units ("PSUs") granted to Reporting Person on September 4, 2013.
- F2Represents the withholding of shares for tax purposes in connection with the payout of the PSUs.
- F3Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 50,387 shares exercisable from and after January 1, 2018; 50,388 shares exercisable from and after January 1, 2019; and 50,388 shares exercisable from and after January 1, 2020.
- F4Not 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.
- F5Assuming continued employment, the RSUs granted on September 6, 2016 will vest and be paid out as follows: 13,690 on October 31, 2017; 13,690 on October 31, 2018; and 13,691 on October 31, 2019. Assuming continued employment, the RSUs held by the Reporting Person will vest and be paid out as follows: 42,347 on October 31, 2016; 32,552 on June 30, 2017; 42,108 on October 31, 2017; 28,443 on October 31, 2018; and 13,691 on October 31, 2019. Upon payout, 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.