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^*

LAUDER JANE

(Last)

(First)

(Middle)

C/O 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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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	09/04/2012		A⁽²⁾		7,002⁽²⁾	A	$0	11,360⁽¹⁾	D
Class A Common Stock	09/04/2012		F⁽³⁾		2,824	D	$59.67	8,536	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		20,032		⁽⁴⁾	09/04/2022	Class A Common Stock	20,032	⁽⁴⁾	20,032	D
Restricted Stock Units (Share Payout)	$0⁽⁵⁾	09/04/2012		A		3,387		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,387	⁽⁶⁾	12,825⁽⁷⁾	D
Option (Right to Buy)	$26.42⁽⁸⁾							01/01/2010⁽⁸⁾	09/11/2018⁽⁸⁾	Class A Common Stock	8,334⁽⁸⁾		8,334⁽⁸⁾	D
Option (Right to Buy)	$17⁽⁹⁾							01/01/2011⁽⁹⁾	09/02/2019⁽⁹⁾	Class A Common Stock	28,000⁽⁹⁾		28,000⁽⁹⁾	D
Option (Right to Buy)	$29.04⁽¹⁰⁾							01/01/2012⁽¹⁰⁾	09/01/2020⁽¹⁰⁾	Class A Common Stock	35,596⁽¹⁰⁾		35,596⁽¹⁰⁾	D
Option (Right to Buy)	$49.09⁽¹¹⁾							01/01/2013⁽¹¹⁾	09/01/2021⁽¹¹⁾	Class A Common Stock	22,752⁽¹¹⁾		22,752⁽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 2,179.2 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 4,668 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 6,677 shares exercisable from and after January 1, 2014; 6,677 shares exercisable from and after January 1, 2015; and 6,678 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 to September 4, 2012 will vest and be paid out as follows: 1,129 on October 31, 2013; 1,129 on October 31, 2014; and 1,129 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 will vest and be paid out as follows: 4,842 on October 31, 2012; 4,415 on October 31, 2013; 2,439 on October 31, 2014; and 1,129 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.

8. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 8,334 shares exercisable from and after January 1, 2012. This option was previously reported as covering 4,166 shares exercisable from and after January 1, 2010; 4,167 shares exercisable from and after January 1, 2011; and 4,167 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. Options in respect of 16,666 shares (post-split) subject to this grant were exercised prior to such date.

9. Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 9,332 shares exercisable from and after January 1, 2011; 9,334 shares exercisable from and after January 1, 2012; and 9,334 shares exercisable from and after January 1, 2013. This option was previously reported as covering 4,666 shares exercisable from and after January 1, 2011; 4,667 shares exercisable from and after January 1, 2012; and 4,667 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 11,864 shares exercisable from and after January 1, 2012; 11,866 shares exercisable from and after January 1, 2013; and 11,866 shares exercisable from and after January 1, 2014. This option was previously reported as covering 5,932 shares exercisable from and after January 1, 2012; 5,933 shares exercisable from and after January 1, 2013; and 5,933 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 7,584 shares exercisable from and after January 1, 2013; 7,584 shares exercisable from and after January 1, 2014; and 7,584 shares exercisable from and after January 1, 2015. This option was previously reported as covering 3,792 shares exercisable from and after January 1, 2013; 3,792 shares exercisable from and after January 1, 2014; and 3,792 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:

	Jane Lauder, 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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