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*
Freda Fabrizio

(Last) (First) (Middle)
THE ESTEE LAUDER COMPANIES INC.
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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
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)
Code V Amount (A) or (D) Price
Class A Common Stock 10,340 D
Class A Common Stock 09/04/2012 A(1) 88,236(1) A $0 98,576 D
Class A Common Stock 09/04/2012 F(2) 44,401 D $59.67 54,175 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $59.78 09/04/2012 A 183,822 (3) 09/04/2022 Class A Common Stock 183,822 (3) 183,822 D
Restricted Stock Units (Share Payout) $0 09/04/2012 A 33,979 (4) (4) Class A Common Stock 33,979 (4) 121,565(4) D
Explanation of Responses:
1. Reflects payout of Performance Share Units ("PSUs") granted to Reporting Person on September 2, 2009. Aggregate target payout for the opportunities was 58,824 shares of Class A Common Stock.
2. Represents the withholding of shares for tax purposes in connection with the payout of the PSUs.
3. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 61,274 shares exercisable from and after January 1, 2014; 61,274 shares exercisable from and after January 1, 2015; and 61,274 shares exercisable from and after January 1, 2016.
4. Assuming continued employment, the Restricted Stock Units granted on September 4, 2012 will vest and be paid out as follows: 11,326 on October 31, 2013; 11,326 on October 31, 2014; and 11,327 on October 31, 2015. Assuming continued employment, the Restricted Stock Units held by the Reporting Person will vest and be paid out as follows: 47,050 on October 31, 2012; 38,768 on October 31, 2013; 24,420 on October 31, 2014; and 11,327 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.
Remarks:
Fabrizio Freda, 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.
* 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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