SEC Form 4 · accession 0001001250-16-000222
ESTEE LAUDER COMPANIES INC · EL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William P Lauder
Officer — Executive Chairman · Director · 10% Owner
Period of report
Sep 6, 2016
Accepted (ET)
Sep 8, 2016 · 4:14 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 | 12,581 | $0.00 | A | 24,342 | D | |
| Class A Common Stock | Sep 6, 2016 | F | 5,437 | $89.40 | D | 18,905 | D | |
| Class A Common Stock | holding | — | — | — | 10,468 | I | by children of Reporting Person | |
| Class A Common Stock | holding | — | — | — | 400,000 | I | as co-trustee of 1992 GRAT Remainder f/b/o William P. Lauder |
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 | 35,649 | A | — | Sep 6, 2026 | Class A Common Stock | 35,649 | 35,649 | D |
| Restricted Stock Units (Share Payout)F5,F4 | $0.00 | Sep 6, 2016 | A | 9,687 | A | — | — | Class A Common Stock | 9,687 | 32,307 | 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 11,883 shares exercisable from and after January 1, 2018; 11,883 shares exercisable from and after January 1, 2019; and 11,883 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: 3,229 on October 31, 2017; 3,229 on October 31, 2018; and 3,229 on October 31, 2019. Assuming continued employment, the RSUs held by the Reporting Person will vest and be paid out as follows: 11,506 on October 31, 2016; 10,608 on October 31, 2017; 6,964 on October 31, 2018; and 3,229 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.