X0306 4 2012-12-13 0 0001001250 ESTEE LAUDER COMPANIES INC EL 0001450328 LAL 2008 Marital Trust C/O PILLSBURY WINTHROP SHAW PITTMAN LLP 1540 BROADWAY NEW YORK NY 10036-4039 0 0 1 0 Class B Common Stock 2012-12-13 5 G 0 90659684 A Class A Common Stock 90659684 0 I by LAL Family Partners L.P. For estate planning purposes, the Evelyn H. Lauder 2011 Marital Trust, as successor to the LAL 2008 Marital Trust (the "LAL 2008 Trust"), was divided into two trusts: the Evelyn H. Lauder 2012 Marital Trust One ("EHL Trust One") and the Evelyn H. Lauder 2012 Marital Trust Two ("EHL Trust Two"), each of which is an irrevocable trust. As a result of the division, the LAL 2008 Trust terminated and ceased being a stockholder of LAL Family Corporation ("LALFC"), which is the sole general partner of LAL Family Partners L.P. ("LALFP"), and EHL Trust One and EHL Trust Two became stockholders of LALFC. EHL Trust One and EHL Trust Two are filing a Form 3 with the SEC on the date hereof, which continues to report the shares of Class B Common Stock directly owned by LALFP. There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock (i) may be converted immediately on a one-for-one basis by the holder into shares of Class A Common stock and (ii) 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" (as defined in the Issuer's Restated Certificate of Incorporation) 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. As adjusted for Issuer's stock dividend. Not applicable. /s/ Spencer G. Smul, Attorney-in-fact, for LAL 2008 Marital Trust 2012-12-18