Statement of Changes in Beneficial Ownership (4)
04 March 2015 - 9:11AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
1992 GRAT REMAINDER TRUST FBO WILLIAM LAUDER
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2. Issuer Name
and
Ticker or Trading Symbol
ESTEE LAUDER COMPANIES INC
[
EL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Trust with Insider Trustee
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(Last)
(First)
(Middle)
THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/27/2015
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(Street)
NY, NY 10153
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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2/27/2015
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J
(1)
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526953
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D
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(1)
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0
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D
(2)
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Class A Common Stock
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2/27/2015
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J
(1)
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526953
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A
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(1)
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795615
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D
(3)
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Class A Common Stock
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24360
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I
(4)
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WPL as trustee
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Class A Common Stock
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10468
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I
(6)
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by children of WPL
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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(5)
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2/27/2015
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J
(1)
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526953
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(5)
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(5)
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Class A Common Stock
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526953
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(1)
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741351
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D
(3)
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Class B Common Stock
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(5)
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2/27/2015
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J
(1)
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526953
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(5)
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(5)
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Class A Common Stock
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526953
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(1)
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7352553
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D
(2)
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Class B Common Stock
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(5)
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(5)
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(5)
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Class A Common Stock
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45750
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45750
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I
(6)
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by children of WPL
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Explanation of Responses:
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(
1)
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The 1992 GRAT Remainder Trust f/b/o William P. Lauder (the "WPL GRAT Rem. Trust") received 526,953 shares of Class A Common Stock from William P. Lauder ("WPL") in exchange for transferring 526,953 shares of Class B Common Stock to WPL.
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(
2)
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Owned by WPL directly.
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(
3)
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Owned 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.
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(
4)
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Owned by The 1992 GRAT Remainder Trust f/b/o Gary M. Lauder (the "GML GRAT Rem. Trust") . Owned by each of WPL and GML, indirectly, as trustees of the GML GRAT Rem. Trust. Each of WPL and GML disclaims beneficial ownership except to the extent of their respective pecuniary interest in such securities.
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(
5)
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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" (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.
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(
6)
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Owned by WPL indirectly, in custody for his children. WPL disclaims beneficial ownership except to the extent of his pecuniary interest in such securities.
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Remarks:
Exhibit 99.1: Joint Filer Information, incorporated herein by reference.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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1992 GRAT REMAINDER TRUST FBO WILLIAM LAUDER
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NY, NY 10153
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X
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Trust with Insider Trustee
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Lauder William P
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVE.
NEW YORK, NY 10153
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X
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X
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Executive Chairman
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Signatures
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1992 GRAT Remainder Trust F/B/O William Lauder, by Maureen Sladek, Attorney-in-fact
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3/3/2015
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**
Signature of Reporting Person
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Date
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William P. Lauder, by Maureen Sladek, Attorney-in-fact
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3/3/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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