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^*

LAL FAMILY PARTNERS LP

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2016

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)
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	05/09/2016		C⁽¹⁾		500,000	A	⁽²⁾	500,000	D⁽³⁾⁽⁴⁾
Class A Common Stock	05/09/2016		S⁽⁵⁾		172,600	D	$93.8⁽⁶⁾⁽⁷⁾	327,400	D⁽³⁾⁽⁴⁾
Class A Common Stock	05/09/2016		S⁽⁵⁾		27,400	D	$94.51⁽⁶⁾⁽⁸⁾	300,000	D⁽³⁾⁽⁴⁾
Class A Common Stock	05/10/2016		S⁽⁵⁾		139,033	D	$94.44⁽⁶⁾⁽⁹⁾	160,967	D⁽³⁾⁽⁴⁾
Class A Common Stock	05/10/2016		S⁽⁵⁾		60,967	D	$95.33⁽⁶⁾⁽¹⁰⁾	100,000	D⁽³⁾⁽⁴⁾
Class A Common Stock	05/11/2016		S⁽⁵⁾		100,000	D	$94.83⁽⁶⁾⁽¹¹⁾	0	D⁽³⁾⁽⁴⁾

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)
Class B Common Stock	⁽²⁾	05/09/2016		C⁽¹⁾			500,000	⁽²⁾	⁽²⁾	Class A Common Stock	500,000	⁽²⁾	90,159,684	D⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

LAL FAMILY PARTNERS LP

(Last)

(First)

(Middle)

C/O THE ESTEE LAUDER COMPANIES INC.

767 FIFTH AVENUE

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LAL FAMILY CORP

(Last)

(First)

(Middle)

C/O THE ESTEE LAUDER COMPANIES INC.

767 FIFTH AVENUE

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. LAL Family Partners L.P. ("LALFP") converted shares of Class B Common Stock into an equal number of shares of Class A Common Stock.

2. There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock may be converted immediately 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" (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.

3. Owned directly by LALFP.

4. The sole general partner of LALFP is LAL Family Corporation ("LALFC"). LALFC indirectly beneficially owns all shares of Class A and Class B Common Stock owned by LALFP.

5. Sold by LALFP.

6. 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 the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by such Reporting Person at each separate price within the range.

7. Sales prices range from $93.36 to $94.35 per share, inclusive.

8. Sales prices range from $94.37 to $94.68 per share, inclusive.

9. Sales prices range from $94.17 to $95.16 per share, inclusive.

10. Sales prices range from $95.17 to $95.56 per share, inclusive.

11. Sales prices range from $94.38 to $95.15 per share, inclusive.

Remarks:

	LAL Family Partners L.P., by Maureen Sladek, Attorney-in-fact	05/11/2016
	LAL Family Corporation, by Maureen Sladek, Attorney-in-fact	05/11/2016
	** 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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