SEC Form 4 · accession 0001144204-19-013294

ESTEE LAUDER COMPANIES INC · EL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On September 10, 2018, the reporting person entered into an amended prepaid variable forward sale contract (the "Prior Contract") with an unaffiliated third party buyer. On March 11, 2019, the reporting person amended the Prior Contract (the "Amended Contract") which extended the maturity date on the outstanding prepaid variable forward contract from May 21, 2019 to March 11, 2020. The contract obligates the reporting person to deliver to the buyer up to 2,000,000 shares of EL Class A Common Stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of EL Class A Common Stock at the time) following the maturity date of the contract subject to acceleration.
• F2In exchange for assuming this obligation under the original prepaid variable forward sale contract in June 2011, the reporting person received a cash payment at that time. No payments were made by either party in connection with the Amended Contract. The reporting person has pledged 2,000,000 shares of EL Class B Common Stock (the "Pledged Shares") to secure his obligations under the Amended Contract, but retained voting and certain dividend rights in the Pledged Shares during the term of the pledge but the reporting person is required to make a cash payment upon the occurrence of certain dividends that may be declared prior to the maturity date.
• F3Under the Amended Contract, the number of shares of EL Class A Common Stock to be delivered to the buyer at settlement will be based on the following formula, which references a settlement price that will be determined by the arithmetic mean of the closing prices of EL Class A Common Stock on each of the five trading days up to, and including, the maturity date (the "Settlement Price"): (A) if the Settlement Price is less than $159.50 (amended from $138.75 under the Prior Contract), the reporting person will deliver 2,000,000 shares; (B) if the Settlement Price is less than $175.25 (amended from $150.00 under the Prior Contract), but equal to or greater than $159.50 (amended from $138.75 under the Prior Contract), the reporting person will deliver a number of shares equal to 2,000,000 multiplied by a ratio of (i) $159.50 (amended from $138.75 under the Prior Contract) divided by (ii) the Settlement Price;
• F4and (C) if the Settlement Price is equal to or greater than $175.25 (amended from $150.00 under the Prior Contract), the reporting person will deliver a number of shares equal to 2,000,000 multiplied by a ratio equal to one minus (i) the difference between $175.25 (amended from $150.00 under the Prior Contract) and $159.50 (amended from $138.75 under the Prior Contract) divided by (ii) Settlement Price, subject in each case to adjustment upon the occurrence of certain corporate events applicable to the EL Class A Common Stock. The number of shares of EL Class A Common Stock to be delivered and the number of Pledged Shares are also subject to adjustment in such event.
• F5There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock (i) may be converted immediately on a one-for-one basis by the holder into shares of Class A Common Stock and (ii) 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.
• F6Ronald S. Lauder disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities.