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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ESTEE LAUDER COMPANIES INC [ EL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/02/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/02/2020 | M | 5,018(1) | A | $0(2) | 84,332 | D | |||
Class A Common Stock | 11/02/2020 | F(3) | 2,672 | D | $229.12 | 81,660 | D | |||
Class A Common Stock | 11/03/2020 | S(4) | 500(5) | D | $223.63(5)(6) | 81,160 | D | |||
Class A Common Stock | 11/03/2020 | S(4) | 1,198(5) | D | $224.78(5)(7) | 79,962 | D | |||
Class A Common Stock | 11/03/2020 | S(4) | 648(5) | D | $226.24(5)(8) | 79,314 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units (Share Payout)(9) | $0(2) | 11/02/2020 | M | 2,216 | 11/02/2020(10) | 11/02/2020 | Class A Common Stock | 2,216 | $0(2) | 0 | D | ||||
Restricted Stock Units (Share Payout)(9) | $0(2) | 11/02/2020 | M | 1,644 | 11/02/2020(11) | 11/01/2021 | Class A Common Stock | 1,644 | $0(2) | 1,644 | D | ||||
Restricted Stock Units (Share Payout)(9) | $0(2) | 11/02/2020 | M | 1,158 | 11/02/2020(12) | 11/01/2022 | Class A Common Stock | 1,158 | $0(2) | 2,316 | D |
Explanation of Responses: |
1. Payout of shares upon vesting of portions of Restricted Stock Units ("RSUs") granted September 5, 2017, September 4, 2018, and September 3, 2019. |
2. Not applicable. |
3. Represents the withholding of shares for tax purposes. |
4. The sales of the shares of Class A Common Stock were made pursuant to a Rule 10b5-1(c) trading plan entered into on September 1, 2020. |
5. 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 range. |
6. Sales prices range from $223.31 to $224.03 per share, inclusive. |
7. Sales prices range from $224.46 to $225.03 per share, inclusive. |
8. Sales prices range from $226.06 to $226.44 per share, inclusive. |
9. RSUs vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date. RSUs generally vest in three approximately equal installments. Upon payout, additional shares will be withheld to cover statutory tax obligations. RSUs are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares. |
10. RSUs from grant dated September 5, 2017. |
11. RSUs from grant dated September 4, 2018. Assuming continued employment, RSUs will vest and be paid out as follows: 1,644 on November 1, 2021. |
12. RSUs from grant dated September 3, 2019. Assuming continued employment, remaining RSUs will vest and be paid out as follows: 1,158 on November 1, 2021 and 1,158 on November 1, 2022. |
Remarks: |
Gregory F. Polcer, by Maureen Sladek, attorney-in-fact | 11/03/2020 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |