0001104659-20-032083.txt : 20200311
0001104659-20-032083.hdr.sgml : 20200311
20200311210030
ACCESSION NUMBER: 0001104659-20-032083
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200311
FILED AS OF DATE: 20200311
DATE AS OF CHANGE: 20200311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAUDER RONALD S
CENTRAL INDEX KEY: 0000942617
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14064
FILM NUMBER: 20706987
MAIL ADDRESS:
STREET 1: 767 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10153
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ESTEE LAUDER COMPANIES INC
CENTRAL INDEX KEY: 0001001250
STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844]
IRS NUMBER: 112408943
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 767 FIFTH AVE
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 2125724200
MAIL ADDRESS:
STREET 1: 767 FIFTH AVE
CITY: NEW YORK
STATE: NY
ZIP: 10153
4
1
tm2012151-1_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-03-11
0
0001001250
ESTEE LAUDER COMPANIES INC
EL
0000942617
LAUDER RONALD S
C/O THE ESTEE LAUDER COMPANIES INC
767 FIFTH AVENUE
NEW YORK
NY
10153
1
1
1
0
Chairman, Clinique Labs, LLC
Class A Common Stock
2020-03-11
4
C
0
1828685
A
1828685
D
Class A Common Stock
2020-03-11
4
J
1
1828685
D
0
D
Class A Common Stock
6364
I
by Descendants of RSL 1966 Trust
Forward sale contract (obligation to sell)
2020-03-11
4
J
1
1828685
D
2020-03-11
2020-03-11
Class A Common Stock
1828685
0
D
Class B Common Stock
2020-03-11
4
C
0
1828685
D
Class A Common Stock
7574846
7574846
D
Class B Common Stock
Class A Common Stock
6364
6364
I
by Descendants of RSL 1966 Trust
The Reporting Person converted shares of Class B Common Stock to Class A Common Stock in settlement of an amended prepaid variable forward sale contract (the "Amended Contract").
There is no exercise or conversion price for 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.
The Reporting Person disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities.
On March 11, 2019, the Reporting Person entered into the Amended Contract with an unaffiliated third-party buyer with a maturity date of March 11, 2020. The contract obligated the Reporting Person to deliver to the buyer up to 2,000,000 shares of Class A Common Stock (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of Class A Common Stock at the time) following the maturity date of the contract subject to acceleration.
In exchange for assuming this obligation under the original prepaid variable forward sale contract in June 2011, the Reporting Person received a cash payment at that time. No payments were made by either party in connection with the Amended Contract. The Reporting Person has pledged 2,000,000 shares of Class B Common Stock (the "Pledged Shares") to secure his obligations under the Amended Contract, but retained voting and certain dividend rights in the Pledged Shares during the term of the pledge but the Reporting Person is required to make a cash payment upon the occurrence of certain dividends that may be declared prior to the maturity date.
Under the Amended Contract, the number of shares of Class A Common Stock delivered to the buyer at settlement on March 11, 2020 was based on the following formula, which referenced a settlement price determined by the arithmetic mean of the closing prices of Class A Common Stock on each of the five trading days up to, and including, the maturity date (the "Settlement Price"): (A) if the Settlement Price were less than $159.50, the Reporting Person would deliver 2,000,000 shares; (B) if the Settlement Price were less than $175.25, but equal to or greater than $159.50, the Reporting Person would deliver a number of shares equal to 2,000,000 multiplied by a ratio of (i) $159.50 divided by (ii) the Settlement Price;
and (C) if the Settlement Price were equal to or greater than $175.25, the Reporting Person would deliver a number of shares equal to 2,000,000 multiplied by a ratio equal to one minus (i) the difference between $175.25 and $159.50 divided by (ii) Settlement Price, subject in each case to adjustment upon the occurrence of certain corporate events applicable to the Class A Common Stock. The Settlement Price was determined to be $183.8720 so pursuant to the formula, the Reporting Person delivered 1,828,685 shares of Class A Common Stock to buyer in settlement of the Amended Contract.
Ronald S. Lauder, by /s/ Maureen Sladek, Attorney-in-fact
2020-03-11