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 WILLIAM 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 Trustee
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2012
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 868,662 (1) D (2) (3) (4)
Class A Common Stock 08/21/2012 S (5) 80,000 (6) D $60.52 (6) (7) 788,662 D (2) (3) (4)
Class A Common Stock 08/22/2012 S (5) 35,385 (6) D $60.02 (6) (8) 753,277 D (2) (3) (4)
Class A Common Stock 225,176 (9) D (10)
Class A Common Stock 10,468 (11) I (12) by children of WPL
Class A Common Stock 24,360 (13) I (3) (4) (14) WPL is a trustee of the GML GRAT Remainder Trust
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
Class B Common Stock (15) (15) (15) Class A Common Stock 1,268,304 (16) 1,268,304 (16) D (2) (3) (4)
Class B Common Stock (15) (15) (15) Class A Common Stock 6,525,600 (17) 6,525,600 (17) D (10)
Class B Common Stock (15) (15) (15) Class A Common Stock 45,740 (18) 45,740 (18) I (12) by children of WPL
Class A Common Stock $17.5 (19) 01/01/2007 (19) 09/26/2015 (19) Class A Common Stock 300,000 (19) 300,000 (19) D (10)
Class A Common Stock $19.78 (20) 01/01/2008 (20) 09/20/2016 (20) Class A Common Stock 300,000 (20) 300,000 (20) D (10)
Class A Common Stock $21.29 (21) 01/01/2009 (21) 09/21/2017 (21) Class A Common Stock 300,000 (21) 300,000 (21) D (10)
Class A Common Stock $26.42 (22) 01/01/2010 (22) 09/11/2018 (22) Class A Common Stock 300,000 (22) 300,000 (22) D (10)
Class A Common Stock $17 (23) 01/01/2011 (23) 09/02/2019 (23) Class A Common Stock 177,304 (23) 177,304 (23) D (10)
Class A Common Stock $29.04 (24) 01/01/2012 (24) 09/01/2020 (24) Class A Common Stock 124,132 (24) 124,132 (24) D (10)
Class A Common Stock $49.09 (25) 01/01/2013 (25) 09/01/2021 (25) Class A Common Stock 67,056 (25) 67,056 (25) D (10)
Restricted Stock Units (Share Payout) (26) (27) (27) Class A Common Stock 44,336 (27) 44,336 (27) D (10)
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)
1. Name and Address of Reporting Person*
LAUDER GARY M

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

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
Explanation of Responses:
1. On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in ownership by the 1992 GRAT Remainder Trust f/b/o William P. Lauder ("WPL GRAT Remainder Trust") of 434,331 additional shares of Class A Common Stock.
2. Owned by WPL GRAT Remainder Trust directly. Owned by each of William P. Lauder (WPL) and Gary M. Lauder (GML), indirectly, as a trustee of the WPL GRAT Remainder Trust.
3. WPL disclaims beneficial ownership to the extent that he does not have a pecuniary interest in such securities.
4. GML disclaims beneficial ownership to the extent that he does not have a pecuniary interest in such securities.
5. WPL GRAT Remainder Trust sold shares of Class A Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on November 23, 2011.
6. 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 WPL GRAT Remainder Trust undertakes to provide 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.
7. Sales prices in the range from $60.15 to $61.01 per share, inclusive.
8. Sales prices in the range from $60.00 to $60.10 per share, inclusive.
9. On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in WPL's ownership of 112,588 additional shares of Class A Common Stock.
10. Owned by WPL directly.
11. On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in WPL's indirect ownership of 5,234 additional shares of Class A Common Stock.
12. Owned by WPL indirectly, in custody for his children.
13. On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in ownership by the 1992 GRAT Remainder Trust f/b/o Gary M. Lauder ("GML GRAT Remainder Trust") of 12,180 additional shares of Class A Common Stock.
14. Owned by GML GRAT Remainder Trust directly. Owned by each of WPL and GML, indirectly, as a trustee of the GML GRAT Remainder Trust.
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 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.
16. On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in the WPL GRAT Remainder Trust's ownership of 634,152 additional shares of Class B Common Stock.
17. On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in WPL's ownership of 3,262,800 additional shares of Class B Common Stock.
18. On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in WPL's indirect ownership of 22,870 additional shares of Class B Common Stock.
19. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2007; 100,000 shares exercisable from and after January 1, 2008; and 100,000 shares exercisable from and after January 1, 2009. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2007; 50,000 shares exercisable from and after January 1, 2008; and 50,000 shares exercisable from and after January 1, 2009 at an exercise price of $35.00, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
20. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2008; 100,000 shares exercisable from and after January 1, 2009; and 100,000 shares exercisable from and after January 1, 2010. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2008; 50,000 shares exercisable from and after January 1, 2009; and 50,000 shares exercisable from and after January 1, 2010 at an exercise price of $39.56, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
21. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2009; 100,000 shares exercisable from and after January 1, 2010; and 100,000 shares exercisable from and after January 1, 2011. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2009; 50,000 shares exercisable from and after January 1, 2010; and 50,000 shares exercisable from and after January 1, 2011 at an exercise price of $42.58, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
22. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2010; 100,000 shares exercisable from and after January 1, 2011; and 100,000 shares exercisable from and after January 1, 2012. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2010; 50,000 shares exercisable from and after January 1, 2011; and 50,000 shares exercisable from and after January 1, 2012 at an exercise price of $52.83, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
23. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 59,100 shares exercisable from and after January 1, 2011; 59,102 shares exercisable from and after January 1, 2012; and 59,102 shares exercisable from and after January 1, 2013. This option was previously reported as covering 29,550 shares exercisable from and after January 1, 2011; 29,551 shares exercisable from and after January 1, 2012; and 29,551 shares exercisable from and after January 1, 2013 at an exercise price of $34.00, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012
24. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 41,376 shares exercisable from and after January 1, 2012; 41,378 shares exercisable from and after January 1, 2013; and 41,378 shares exercisable from and after January 1, 2014. This option was previously reported as covering 20,688 shares exercisable from and after January 1, 2012; 20,689 shares exercisable from and after January 1, 2013; and 20,689 shares exercisable from and after January 1, 2014 at an exercise price of $58.08, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012
25. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 22,352 shares exercisable from and after January 1, 2013; 22,352 shares exercisable from and after January 1, 2014; and 22,352 shares exercisable from and after January 1, 2015. This option was previously reported as covering 11,176 shares exercisable from and after January 1, 2013; 11,176 shares exercisable from and after January 1, 2014; and 11,176 shares exercisable from and after January 1, 2015 at an exercise price of $98.17, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012
26. 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.
27. These Restricted Stock Units are from the grants dated September 2, 2009, September 1, 2010, and September 1, 2011, which will vest and pay out as follows: 23,706 on October 31, 2012; 13,902 on October 31, 2013; and 6,728 on October 31, 2014. These Restricted Stock Units were previously reported as paying out as follows: 11,853 on October 31, 2012; 6,951 on October 31, 2013; and 3,364 on October 31, 2014, but have been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
Remarks:
1992 GRAT Remainder Trust F/B/O William Lauder, by Spencer G. Smul, Attorney-in-fact 08/23/2012
William P. Lauder, by Spencer G. Smul, Attorney-in-fact 08/23/2012
Gary M. Lauder, by Spencer G. Smul, Attorney-in-fact 08/23/2012
** Signature of Reporting Person Date
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