SEC FORM 4

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^*

Polcer Gregory

(Last)

(First)

(Middle)

THE ESTEE LAUDER COMPANIES INC.

767 FIFTH AVENUE

(Street)

NEW YORK

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	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP - Global Supply Chain

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								18,836⁽¹⁾	D
Class A Common Stock	09/04/2012		A⁽²⁾		16,932	A	$0⁽²⁾	35,768	D
Class A Common Stock	09/04/2012		F⁽³⁾		6,864	D	$59.67	28,904	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$59.78	09/04/2012		A		40,797		⁽⁴⁾	09/04/2022	Class A Common Stock	40,797	⁽⁴⁾	40,797	D
Restricted Stock Units (Share Payout)	$0⁽⁵⁾	09/04/2012		A		7,542		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	7,542	⁽⁶⁾	29,906⁽⁷⁾	D
Option (Right to Buy)	$26.42⁽⁸⁾							01/01/2010⁽⁸⁾	09/11/2018⁽⁸⁾	Class A Common Stock	50,000⁽⁸⁾		50,000⁽⁸⁾	D
Option (Right to Buy)	$17⁽⁹⁾							01/01/2011⁽⁹⁾	09/02/2019⁽⁹⁾	Class A Common Stock	65,000⁽⁹⁾		65,000⁽⁹⁾	D
Option (Right to Buy)	$29.04⁽¹⁰⁾							01/01/2012⁽¹⁰⁾	09/01/2020⁽¹⁰⁾	Class A Common Stock	78,896⁽¹⁰⁾		78,896⁽¹⁰⁾	D
Option (Right to Buy)	$49.09⁽¹¹⁾							01/01/2013⁽¹¹⁾	09/01/2021⁽¹¹⁾	Class A Common Stock	46,644⁽¹¹⁾		46,644⁽¹¹⁾	D

Explanation of Responses:

1. On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in the Reporting Person's ownership of 9,418 additional shares of Class A Common Stock.

2. Reflects payout of Performance Share Units ("PSUs") granted to Reporting Person on September 2, 2009. Aggregate target payout for the opportunities was 11,288 shares of Class A Common Stock.

3. Represents the withholding of shares for tax purposes in connection with the payout of the PSUs.

4. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 13,599 shares exercisable from and after January 1, 2014; 13,599 shares exercisable from and after January 1, 2015; and 13,599 shares exercisable from and after January 1, 2016.

5. 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.

6. Assuming continued employment, the Restricted Stock Units granted on September 4, 2012 will vest and be paid out as follows: 2,514 on October 31, 2013; 2,514 on October 31, 2014; and 2,514 on October 31, 2015. Upon payout, shares will be withheld to cover minimum statutory tax obligations. Restricted Stock Units are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares.

7. Assuming continued employment, the Restricted Stock Units held by the Reporting Person are from the grants dated September 2, 2009, September 1, 2010, September 1, 2011 and September 4, 2012, which will vest and pay out as follows: 11,484 on October 31, 2012; 10,234 on October 31, 2013; 5,674 on October 31, 2014; and 2,514 on October 31, 2015. The Restricted Stock Units outstanding prior to January 4, 2012 (i.e. the record date) were previously reported as paying out as follows: 5,742 on October 31, 2012; 3,860 on October 31, 2013; and 1,580 on October 31, 2014, but have been adjusted in this report to reflect the stock split that occurred on January 20, 2012. Upon payout, shares will be withheld to cover minimum statutory tax obligations. Restricted Stock Units are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares.

8. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 16,666 shares exercisable from and after January 1, 2010; 16,666 shares exercisable from and after January 1, 2011; and 16,668 shares exercisable from and after January 1, 2012. This option was previously reported as covering 8,333 shares exercisable from and after January 1, 2010; 8,333 shares exercisable from and after January 1, 2011; and 8,334 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.

9. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 21,666 shares exercisable from and after January 1, 2011; 21,666 shares exercisable from and after January 1, 2012; and 21,668 shares exercisable from and after January 1, 2013. This option was previously reported as covering 10,833 shares exercisable from and after January 1, 2011; 10,833 shares exercisable from and after January 1, 2012; and 10,834 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.

10. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 26,298 shares exercisable from and after January 1, 2012; 26,298 shares exercisable from and after January 1, 2013; and 26,300 shares exercisable from and after January 1, 2014. This option was previously reported as covering 13,149 shares exercisable from and after January 1, 2012; 13,149 shares exercisable from and after January 1, 2013; and 13,150 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.

11. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 15,548 shares exercisable from and after January 1, 2013; 15,548 shares exercisable from and after January 1, 2014; and 15,548 shares exercisable from and after January 1, 2015. This option was previously reported as covering 7,774 shares exercisable from and after January 1, 2013; 7,774 shares exercisable from and after January 1, 2014; and 7,774 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.

Remarks:

	Gregory F. Polcer, by Spencer G. Smul, attorney-in-fact	09/06/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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