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*
1992 GRAT REMAINDER TRUST FBO GARY LAUDER

(Last) (First) (Middle)
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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Trust with Insider
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2011
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 11/16/2011 S (1) 3,100 (2) D $114.36 (2) (14) 19,080 D (3) (4) (5)
Class A Common Stock 11/16/2011 S (1) 1,400 (2) D $115.28 (2) (15) 17,680 D (3) (4) (5)
Class A Common Stock 11/16/2011 S (1) 500 (2) D $115.96 (2) (16) 17,180 D (3) (4) (5)
Class A Common Stock 11/17/2011 S (1) 2,400 (2) D $112.29 (2) (17) 14,780 D (3) (4) (5)
Class A Common Stock 11/17/2011 S (1) 1,000 (2) D $113.34 (2) (18) 13,780 D (3) (4) (5)
Class A Common Stock 11/17/2011 S (1) 1,500 (2) D $114.05 (2) (19) 12,280 D (3) (4) (5)
Class A Common Stock 11/17/2011 S (1) 100 (2) D $114.96 12,180 D (3) (4) (5)
Class A Common Stock 434,331 (7) D (4) (5) (6)
Class A Common Stock 11/16/2011 M (9) 50,000 A $43.1 162,588 D (8)
Class A Common Stock 11/16/2011 S (9) 50,000 (2) D $114.19 (2) (14) 112,588 D (8)
Class A Common Stock 11/17/2011 M (9) 50,000 A $43.1 162,588 D (8)
Class A Common Stock 11/17/2011 S (9) 49,800 (2) D $114 (2) (20) 112,788 D (8)
Class A Common Stock 11/17/2011 S (9) 200 (2) D $114.43 112,588 D (8)
Class A Common Stock 5,234 I (10) by children of WPL
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) $43.1 11/16/2011 M (9) (11) 50,000 (11) 08/24/2014 Class A Common Stock 50,000 (12) 50,000 D (8)
Option (right to buy) $43.1 11/17/2011 M (9) (11) 50,000 (11) 08/24/2014 Class A Common Stock 50,000 (12) 0 D (8)
Class B Common Stock (13) (13) (13) Class A Common Stock 634,152 634,152 D (4) (5) (6)
Class B Common Stock (13) (13) (13) Class A Common Stock 3,262,800 3,262,800 D (8)
Class B Common Stock (13) (13) (13) Class A Common Stock 22,870 22,870 I (10) by children of WPL
1. Name and Address of Reporting Person*
1992 GRAT REMAINDER TRUST FBO GARY LAUDER

(Last) (First) (Middle)
767 FIFTH AVENUE

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LAUDER GARY M

(Last) (First) (Middle)
767 FIFTH AVENUE

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
1. Name and Address of Reporting Person*
1992 GRAT REMAINDER TRUST FBO WILLIAM LAUDER

(Last) (First) (Middle)
767 FIFTH AVENUE

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lauder William P

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

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
Explanation of Responses:
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 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 GML GRAT Remainder Trust, 1992 GRAT Remainder Trust f/b/o William P. Lauder ("WPL GRAT Remainder Trust") or William P. Lauder ("WPL"), 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. 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 WPL GRAT Remainder Trust directly. Owned by each of GML and WPL, indirectly, as a trustee of the WPL GRAT Remainder Trust.
7. The "Amount of Securities Beneficially Owned Following Reported Transaction(s)" for the 1992 GRAT Remainder Trust f/b/o William P. Lauder reflects the correct amount after the sales of 20,000 shares of Class A Common Stock on November 14, 2011 that was reported incorrectly in the Form 4 filed on November 16, 2011.
8. Owned by WPL directly.
9. WPL 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 February 14, 2011.
10. Owned by WPL indirectly, in custody for his children.
11. Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 33,000 shares exercisable from and after January 1, 2004; 33,000 shares exercisable from and after January 1, 2005; 34,000 shares exercisable from and after January 1, 2006.
12. Not applicable.
13. 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.
14. Sales prices in the range from $113.78 to $114.77 per share, inclusive.
15. Sales prices in the range from $114.78 to $115.77 per share, inclusive.
16. Sales prices in the range from $115.78 to $116.77 per share, inclusive.
17. Sales prices in the range from $111.84 to $112.70 per share, inclusive.
18. Sales prices in the range from $112.81 to $113.76 per share, inclusive.
19. Sales prices in the range from $113.83 to $114.38 per share, inclusive.
20. Sales prices in the range from $113.43 to $114.42 per share, inclusive.
Remarks:
1992 GRAT RemainderTrust F/B/O Gary Lauder, by Spencer G. Smul, Attorney-in-fact 11/18/2011
Gary M. Lauder, by Spencer G. Smul, Attorney-in-fact 11/18/2011
1992 GRAT Remainder Trust F/B/O William Lauder, by Spencer G. Smul, Attorney-in-fact 11/18/2011
William P. Lauder, by Spencer G. Smul, Attorney-in-fact 11/18/2011
** 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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