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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 | ||||||||
Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 634,152 | 634,152 | I (4) (5) (6) | by 1992 GRAT Remainder Trust f/b/o WPL | |||||||
Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 3,262,800 | 3,262,800 | D (7) | ||||||||
Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 22,870 | 22,870 | I (5) (8) | by children of WPL |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
1992 GRAT REMAINDER TRUST FBO GARY LAUDER 767 FIFTH AVENUE NEW YORK, NY 10153 |
X | Trust with Insider | ||
LAUDER GARY M 767 FIFTH AVENUE NEW YORK, NY 10153 |
X | |||
Lauder William P C/O THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY 10153 |
X | X | Executive Chairman |
1992 GRAT RemainderTrust F/B/O Gary Lauder, by Spencer G. Smul, Attorney-in-fact | 08/30/2011 | |
**Signature of Reporting Person | Date | |
Gary M. Lauder, by Spencer G. Smul, Attorney-in-fact | 08/30/2011 | |
**Signature of Reporting Person | Date | |
William P. Lauder, by Spencer G. Smul, Attorney-in-fact | 08/30/2011 | |
**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) | 1992 GRAT Remainder Trust f/b/o Gary M. Lauder ("GML GRAT Remainder Trust") sold shares of Class A Common Stock pursuant to plans intended to comply with Rule 10b5-1(c), previously entered into on May 25, 2011 and amended on June 3, 2011. |
(2) | The number of securities reported represents an aggregate 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. |
(3) | Owned by GML GRAT Remainder Trust directly. Owned by each of GML and WPL, indirectly, as a trustee of the GML GRAT Remainder Trust. |
(4) | GML disclaims beneficial ownership to the extent that he does not have a pecuniary interest in such securities. |
(5) | WPL disclaims beneficial ownership to the extent that he does not have a pecuniary interest in such securities. |
(6) | Owned by the 1992 GRAT Remainder Trust f/b/o William P. Lauder (the "WPL GRAT Remainder Trust") directly. Owned by each of GML and WPL, indirectly, as a trustee of the WPL GRAT Remainder Trust. |
(7) | Owned by WPL directly. |
(8) | Owned by WPL indirectly, in custody for his children. |
(9) | There 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. |
(10) | Sales prices range from $95.00 to $95.99 per share, inclusive. |
(11) | Sales prices range from $96.00 to $96.07 per share, inclusive. |
(12) | Sales prices range from $96.63 to $96.84 per share, inclusive. |
Remarks: Exhibit 99-Joint Filing Agreement, incorporated herein by reference. |