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