SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LAUDER LEONARD A

(Last) (First) (Middle)
C/O THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ESTEE LAUDER COMPANIES INC [ EL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman Emeritus
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/03/2010 S(1) 35,000(2) D $66.0388(2)(3) 3,265,669 D(4)(5)
Class A Common Stock 05/04/2010 S(1) 33,800(2) D $64.8955(2)(6) 3,231,869 D(4)(5)
Class A Common Stock 05/04/2010 S(1) 1,200(2) D $65.5442(2)(7) 3,230,669 D(4)(5)
Class A Common Stock 05/03/2010 M(8) 5,000 A $43.6875 395,000 D(9)(10)
Class A Common Stock 05/03/2010 S(8) 5,000(2) D $66.0394(2)(11) 390,000 D(9)(10)
Class A Common Stock 05/04/2010 M(8) 5,000 A $43.6875 395,000 D(9)(10)
Class A Common Stock 05/04/2010 S(8) 4,900(2) D $64.9008(2)(12) 390,100 D(9)(10)
Class A Common Stock 05/04/2010 S(8) 100(2) D $65.6 390,000 D(9)(10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $43.6875 05/03/2010 M(8) 5,000 (13) 08/16/2010 Class A Common Stock 5,000 (14) 20,000 D(9)(10)
Option (right to buy) $43.6875 05/04/2010 M(8) 5,000 (13) 08/16/2010 Class A Common Stock 5,000 (14) 15,000 D(9)(10)
Class B Common Stock (15) (15) (15) Class A Common Stock 40,220 40,220 I(5)(16)(17) By The Estee Lauder 2002 Trust
1. Name and Address of Reporting Person*
LAUDER LEONARD A

(Last) (First) (Middle)
C/O THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE

(Street)
NEW YORK NY 10153

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman Emeritus
1. Name and Address of Reporting Person*
LAUDER EVELYN H

(Last) (First) (Middle)
C/O THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE

(Street)
NEW YORK NY 10153

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. Corporate Vice President
Explanation of Responses:
1. Leonard A. Lauder ("LAL") sold shares of Class A Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on February 3, 2010.
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. LAL or Evelyn H. Lauder ("EHL"), as the case may be, undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by such reporting person at each separate price within the range.
3. Sales prices range from $65.73 to $66.34 per share, inclusive.
4. Owned by LAL directly. Owned by EHL indirectly, through LAL.
5. EHL disclaims beneficial ownership of securities owned by her husband, LAL.
6. Sales prices range from $64.50 to $65.49 per share, inclusive.
7. Sales prices range from $65.50 to $65.66 per share, inclusive.
8. EHL exercised stock options and sold the underlying shares of Class A Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on November 6, 2009.
9. Owned by EHL directly. Owned by LAL indirectly, through EHL.
10. LAL disclaims beneficial ownership of securities owned by his wife, EHL.
11. Sales prices range from $65.82 to $66.30 per share, inclusive.
12. Sales prices range from $64.52 to $65.48 per share, inclusive.
13. 8,300 shares exercisable from and after January 1, 2003; 8,300 shares exercisable from and after January 1, 2004; and 8,400 shares exercisable from and after January 1, 2005.
14. Not applicable.
15. 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 (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.
16. Owned by LAL individually as a trustee and beneficiary of The Estee Lauder 2002 Trust. Owned by EHL indirectly, through LAL.
17. LAL disclaims beneficial ownership of the shares to the extent that he does not have a pecuniary interest in such securities.
Remarks:
Exhibit 99.1: Joint Filer Information, incorporated herein by reference.
Spencer G. Smul, Attorney-in-fact, for Leonard A. Lauder 05/05/2010
Spencer G. Smul, Attorney-in-fact, for Evelyn H. Lauder 05/05/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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