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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units (Share Payout) | (1) | 10/31/2011 | M | 34,371 (3) | (4) | (4) | Class A Common Stock | 34,371 | (1) | 22,168 | D | ||||
Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 3,262,800 | 3,262,800 | D | ||||||||
Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 634,152 | 634,152 | I | by WPL GRAT, as Co-Trustee | |||||||
Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 22,870 | 22,870 | I | By children of William P. Lauder |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lauder William P THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY 10153 |
X | X | Executive Chairman |
William P. Lauder, by Spencer G. Smul, attorney-in-fact | 11/02/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Not applicable. Restricted stock units vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date. |
(2) | Represents the withholding of shares for tax purposes. |
(3) | Vesting of portions of restricted stock units granted September 11, 2008, September 2, 2009, September 3, 2009 and September 2, 2010. |
(4) | Remaining restricted stock units from the grants dated September 2, 2009, September 1, 2010 and September 1, 2011 will vest and be paid out as follows: 11,853 on October 31, 2012, 6,951 on October 31, 2013 and 3,364 on October 31, 2014. Upon payout, additional shares will be withheld to cover minimum statutory tax obligations. Restricted stock units are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares. |
(5) | There 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" 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. |