SEC Form 4 · accession 0001001250-17-000008
ESTEE LAUDER COMPANIES INC · EL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
William P Lauder
Officer — Executive Chairman · Director · 10% Owner
1992 GRAT REMAINDER TRUST FBO WILLIAM LAUDER
10% Owner · Other
Period of report
Feb 23, 2017
Accepted (ET)
Feb 24, 2017 · 5:22 pm EST
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 | Feb 23, 2017 | M | 300,000 | $21.29 | A | 323,986 | D | |
| Class A Common StockF1 | Feb 23, 2017 | M | 300,000 | $26.42 | A | 623,986 | D | |
| Class A Common StockF1 | Feb 23, 2017 | M | 177,304 | $17.00 | A | 801,290 | D | |
| Class A Common StockF2,F1 | Feb 23, 2017 | J | 741,351 | — | D | 59,939 | D | |
| Class A Common StockF2,F3 | Feb 23, 2017 | J | 741,351 | — | A | 1,141,351 | D | |
| Class A Common StockF4 | holding | — | — | — | 10,468 | I | by children of WPL |
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)F5,F6,F1 | $21.29 | Feb 23, 2017 | M | 300,000 | D | — | Sep 21, 2017 | Class A Common Stock | 300,000 | 0 | D |
| Option (right to buy)F7,F6,F1 | $26.42 | Feb 23, 2017 | M | 300,000 | D | — | Sep 11, 2018 | Class A Common Stock | 300,000 | 0 | D |
| Option (right to buy)F8,F6,F1 | $17.00 | Feb 23, 2017 | M | 177,304 | D | — | Sep 2, 2019 | Class A Common Stock | 177,304 | 0 | D |
| Class B Common StockF2,F3,F9 | — | Feb 23, 2017 | J | 741,351 | D | — | — | Class A Common Stock | 741,351 | 0 | D |
| Class B Common StockF2,F1,F9 | — | Feb 23, 2017 | J | 741,351 | A | — | — | Class A Common Stock | 741,351 | 8,093,904 | D |
| Class B Common StockF4,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 45,750 | 45,750 | I |
Explanation of responses
- F1Owned by WPL directly.
- F2The 1992 GRAT Remainder Trust f/b/o William P. Lauder (the "WPL GRAT Rem. Trust") received 741,351 shares of Class A Common Stock from William P. Lauder ("WPL") in exchange for transferring 741,351 shares of Class B Common Stock to WPL.
- F3Owned by WPL GRAT Rem. Trust directly. Owned by each of WPL and Gary M. Lauder ("GML"), indirectly, as trustees of the WPL GRAT Rem. Trust. Each of WPL and GML disclaims beneficial ownership except to the extent of their respective pecuniary interest in such securities.
- F4Owned by WPL indirectly, in custody for his children. WPL disclaims beneficial ownership except to the extent of his pecuniary interest in such securities.
- F5Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2009; 100,000 shares exercisable from and after January 1, 2010; and 100,000 shares exercisable from and after January 1, 2011. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2009; 50,000 shares exercisable from and after January 1, 2010; and 50,000 shares exercisable from and after January 1, 2011 at an exercise price of $42.58, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
- F6Not applicable.
- F7Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2010; 100,000 shares exercisable from and after January 1, 2011; and 100,000 shares exercisable from and after January 1, 2012. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2010; 50,000 shares exercisable from and after January 1, 2011; and 50,000 shares exercisable from and after January 1, 2012 at an exercise price of $52.83, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
- F8Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 59,100 shares exercisable from and after January 1, 2011; 59,102 shares exercisable from and after January 1, 2012; and 59,102 shares exercisable from and after January 1, 2013. This option was previously reported as covering 29,550 shares exercisable from and after January 1, 2011; 29,551 shares exercisable from and after January 1, 2012; and 29,551 shares exercisable from and after January 1, 2013 at an exercise price of $34.00, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
- F9There 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.