SEC Form 4 · accession 0001001250-17-000100
ESTEE LAUDER COMPANIES INC · EL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Demsey
Officer — Group President
Period of report
Oct 31, 2017
Accepted (ET)
Nov 2, 2017 · 5:55 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,F2 | Oct 31, 2017 | M | 22,962 | $0.00 | A | 22,962 | D | |
| Class A Common Stock | Oct 31, 2017 | F | 12,819 | $111.40 | D | 10,143 | D | |
| Class A Common StockF5,F6 | Oct 2, 2017 | S | 4,800 | $119.62 | D | 5,343 | D | |
| Class A Common StockF5,F7 | Oct 2, 2017 | S | 4,943 | $120.32 | D | 400 | D | |
| Class A Common StockF5,F8 | Oct 2, 2017 | S | 400 | $121.49 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (Share Payout)F9,F2,F10 | $0.00 | Oct 31, 2017 | M | 7,469 | D | Oct 31, 2017 | Oct 31, 2017 | Class A Common Stock | 7,469 | 0 | D |
| Restricted Stock Units (Share Payout)F9,F2,F11 | $0.00 | Oct 31, 2017 | M | 8,217 | D | Oct 31, 2018 | Oct 31, 2018 | Class A Common Stock | 8,217 | 8,217 | D |
| Restricted Stock Units (Share Payout)F9,F2,F12 | $0.00 | Oct 31, 2017 | M | 7,276 | D | Oct 31, 2018 | Oct 30, 2019 | Class A Common Stock | 7,276 | 14,553 | D |
Explanation of responses
- F1Payout of shares upon vesting of portions of Restricted Stock Units ("RSUs") granted September 3, 2014, September 4, 2015 and September 6, 2016.
- F10RSUs from grant dated September 3, 2014.
- F11RSUs from grant dated September 4, 2015. Assuming continued employment, remaining RSUs will vest and be paid out as follows: 8,217 on October 31, 2018.
- F12RSUs from grant dated September 6, 2016. Assuming continued employment, remaining RSUs will vest and be paid out as follows: 7,276 on October 31, 2018; and 7,277 on October 31, 2019.
- F2Not applicable.
- F3Represents the withholding of shares for tax purposes.
- F4The sales of the shares of Class A Common Stock were made pursuant to a Rule 10b5-1(c) plan entered into on February 27, 2017.
- F5The number of securities reported represents an aggregated 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.
- F6Sales prices range from $118.96 to $119.94.
- F7Sales prices range from $119.99 to $120.79.
- F8Sales prices range from $121.19 to $121.90.
- F9RSUs vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date. RSUs generally vest in three approximately equal annual installments. Upon payout, additional shares will be withheld to cover 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.