SEC Form 4 · accession 0001001250-16-000224
ESTEE LAUDER COMPANIES INC · EL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory Polcer
Officer — EVP - Global Supply Chain
Period of report
Sep 6, 2016
Accepted (ET)
Sep 8, 2016 · 4:37 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 | 8,155 | $0.00 | A | 78,064 | D | |
| Class A Common Stock | Sep 6, 2016 | F | 4,553 | $89.40 | D | 73,511 | D | |
| Class A Common StockF4,F5 | Sep 8, 2016 | S | 3,602 | $88.01 | D | 69,909 | 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)F6 | $89.47 | Sep 6, 2016 | A | 28,137 | A | — | Sep 6, 2026 | Class A Common Stock | 28,137 | 28,137 | D |
| Restricted Stock Units (Share Payout)F8,F7 | $0.00 | Sep 6, 2016 | A | 7,645 | A | — | — | Class A Common Stock | 7,645 | 23,759 | 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.
- F3The sales of the shares of Class A Common Stock were made pursuant to a plan intended to comply with Rule 10b5-1(c) entered into on June 9, 2016.
- F4The number of securities reported represents an aggregated number of shares sold in mulitple 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.
- F5Sales prices range from $87.60 to $88.42, inclusive.
- F6Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 9,379 shares exercisable from and after January 1, 2018; 9,379 shares exercisable from and after January 1, 2019; and 9,379 shares exercisable from and after January 1, 2020.
- F7Not 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.
- F8Assuming continued employment, the RSUs granted on September 6, 2016 will vest and be paid out as follows: 2,548 on October 31, 2017; 2,548 on October 31, 2018; and 2,549 on October 31, 2019. Assuming continued employment, the RSUs held by the Reporting Person will vest and be paid out as follows: 8,000 on October 31, 2016; 7,872 on October 31, 2017; 5,338 on October 31, 2018; and 2,549 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.