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*
ZINTERHOFER AERIN LAUDER TRUST U/A/D 4/24/00

(Last) (First) (Middle)
C/O RICHARD D. PARSONS
9 WEST 57TH STREET, SUITE 4700

(Street)
NEW YORK NY 10019

(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) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2012
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 12/03/2012 C 300,000 A (1) 300,000 D
Class A Common Stock 12/03/2012 S 169,438 D $59.37 (2) (3) 130,562 D
Class A Common Stock 12/04/2012 S 130,562 D $58.72 (2) (4) 0 D
Class A Common Stock 1,692 D (5)
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 (6) 12/03/2012 C 300,000 (7) (7) Class A Common Stock 300,000 (1) 1,272,324 D
Class B Common Stock (6) (7) (7) Class A Common Stock 1,500,000 1,500,000 D (5)
Class B Common Stock (6) (7) (7) Class A Common Stock 4,810,594 4,810,594 I (8) by the 2008 Descendants Trust
Class B Common Stock (6) (7) (7) Class A Common Stock 9,924,192 9,924,192 I (9) by the 2008 GRAT
1. Name and Address of Reporting Person*
ZINTERHOFER AERIN LAUDER TRUST U/A/D 4/24/00

(Last) (First) (Middle)
C/O RICHARD D. PARSONS
9 WEST 57TH STREET, SUITE 4700

(Street)
NEW YORK NY 10019

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

(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. Not applicable.
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 Reporting Person undertakes to provide to 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.
3. Sales prices range from $59.16 to $59.89 per share, inclusive.
4. Sales prices range from $58.50 to $59.21 per share, inclusive.
5. Owned directly by Aerin Lauder Zinterhofer.
6. There is no conversion or exercise price for the Class B Common Stock. It is convertible into shares of Class A Common Stock on a one-for-one basis.
7. Shares of Class B Common Stock may be converted immediately into Class A Common Stock 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" 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.
8. Owned directly by the Trust under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement u/a/d December 24, 2008 (the "2008 Descendants Trust"). Owned indirectly by Aerin Lauder Zinterhofer as co-trustee of the 2008 Descendants Trust. Aerin Lauder Zinterhofer disclaims beneficial ownership to the extent that she does not have a pecuniary interest in such securities.
9. Owned indirectly as Trustee and ultimate beneficial owner of the Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust (the "2008 GRAT") and with respect to which she has sole voting and investment power. Aerin Lauder Zinterhofer disclaims beneficial ownership to the extent that she does not have a pecuniary interest in such securities.
Remarks:
Richard D. Parsons, Trustee, Aerin Lauder Zinterhofer 2000 Revocable Trust, by Spencer G. Smul, attorney-in-fact 12/05/2012
Aerin Lauder, by Spencer G. Smul, attorney-in-fact 12/05/2012
** Signature of Reporting Person Date
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