0001001250-12-000014.txt : 20120215 0001001250-12-000014.hdr.sgml : 20120215 20120215173033 ACCESSION NUMBER: 0001001250-12-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120213 FILED AS OF DATE: 20120215 DATE AS OF CHANGE: 20120215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Freda Fabrizio CENTRAL INDEX KEY: 0001428855 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14064 FILM NUMBER: 12616946 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ESTEE LAUDER COMPANIES INC CENTRAL INDEX KEY: 0001001250 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 112408943 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125724200 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 4 1 edgar.xml PRIMARY DOCUMENT X0304 4 2012-02-13 0001001250 ESTEE LAUDER COMPANIES INC EL 0001428855 Freda Fabrizio THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK NY 10153 1 1 0 0 President and CEO Class A Common Stock 2012-02-13 4 M 0 89082 26.415 A 99422 D Class A Common Stock 2012-02-13 4 S 0 89082 55.94 D 10340 D Class A Common Stock 2012-02-15 4 M 0 60408 26.415 A 70748 D Class A Common Stock 2012-02-15 4 S 0 60408 55.77 D 10340 D Option (right to buy) 26.415 2012-02-13 4 M 0 89082 D 2010-01-01 2018-09-11 Class A Common Stock 89082 260918 D Option (right to buy) 26.415 2012-02-15 4 M 0 60408 D 2010-01-01 2018-09-11 Class A Common Stock 60408 200510 D The exercise of the options and sales of the shares of Class A Common Stock were made pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on December 8, 2011. Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 116,666 shares exercisable from and after January 1, 2010; 116,666 shares exercisable from and after January 1, 2011; 116,668 shares exercisable from and after January 1, 2012. These options were previously reported as covering 58,333 shares exercisable from and after January 1, 2010; 58,333 shares exercisable from and after January 1, 2011; 58,334 shares exercisable from and after January 1, 2012 at an exercise price of $52.83 per share, but have been adjusted in this report to reflect the stock split that occurred on January 20, 2012. 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. Sales prices range from $55.50 to $56.48 per share, inclusive. On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in the Reporting Person's ownership of 5,170 additional shares of Class A Common Stock. In addition to the stock options reported in Table II, the Reporting Person also has stock options to purchase at various prices 770,524 shares of Class A Common Stock, 319,160 of which are currently exercisable. The Reporting Person also has restricted stock units in respect of 167,188 shares of Class A Common Stock expected to vest at various times through October 2014 and a Market Share Unit that may pay out as many as 320,000 shares of Class A Common Stock depending upon performance of the Company's Class A Common Stock on the New York Stock Exchange during the 20 trading days ending June 30, 2014. These options were previously reported as covering restricted stock units in respect of 83,594 shares of Class A Common Stock and a Market Share Unit that may pay out as many as 160,000 shares of Class A Common Stock, but have been adjusted to reflect the stock split that occurred on January 20, 2012. Sales prices range from $55.50 to $56.38 per share, inclusive. Not applicable. Fabrizio Freda, by Spencer G. Smul, attorney-in-fact 2012-02-15