The Estée Lauder Companies Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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518439 10 4
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(CUSIP Number)
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December 31, 2020
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(Date of Event Which Requires Filing of this Statement)
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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CUSIP No. 518439 10 4
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SCHEDULE 13G
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Page 2
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1
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NAMES OF REPORTING PERSONS
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LAL Family Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 (see Item 4)
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6
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SHARED VOTING POWER
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84,437,628 (see Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (see Item 4)
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8
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SHARED DISPOSITIVE POWER
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84,437,628 (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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84,437,628 (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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26.9% (see Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Item 1(a). |
Name of Issuer:
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Item1(b).
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Address of Issuer’s Principal Executive Offices
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Item 2 (a) |
Name of Person Filing:
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Item 2 (b) |
Address of Principal Business Office or, if none, Residence:
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Item 2 (c) |
Citizenship:
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Item 2 (d) |
Title of Class of Securities:
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Item 2 (e) |
CUSIP Number:
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Item 3.
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Not applicable
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Item 4.
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Ownership
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(a) |
As of December 31, 2020, the Reporting Person beneficially owned 84,437,628 shares of Class A Common Stock as follows: 0 shares of Class A Common Stock and 84,437,628 shares of Class B Common Stock, par value $.01 per share, of the
Issuer (“Class B Common Stock”), in each case, held indirectly as the sole general partner of LAL Family Partners L.P. (“LALFP”), which owns the shares directly.
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(b) |
Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock and is automatically converted into one share of Class A Common Stock upon transfer to a person who is not a Permitted
Transferee, as that term is defined in the Issuer’s Restated Certificate of Incorporation. Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Reporting Person, the Reporting Person would beneficially own
84,437,628 shares of Class A Common Stock as of December 31, 2020, which would constitute approximately 26.9% of the number of shares of Class A Common Stock outstanding (based on the number of shares of Class A Common Stock outstanding as of
January 29, 2021, as set forth in the Issuer’s Form 10-Q filed on February 5, 2021).
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Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer’s stockholders and each share of Class B Common Stock entitles the holder to ten votes on
each such matter, including the election of directors of the Issuer. Assuming no conversion of any of the outstanding shares of Class B Common Stock, the 0 shares of Class A Common Stock and the 84,437,628 shares of Class B Common
Stock for which the Reporting Person has voting power as of December 31, 2020, constitute approximately 54.1% of the aggregate voting power of the Issuer (based on the number of shares of Class A Common Stock and Class B Common Stock
outstanding as of January 29, 2021, as set forth in the Issuer’s Form 10-Q filed on February 5, 2021).
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(c) |
The responses of the Reporting Person to Rows (5) through (8) of the cover pages of this Schedule 13G, as of December 31, 2020, are incorporated herein by reference. The Reporting Person may be deemed to have shared power to vote or
dispose, or direct the vote or disposition, of the shares of Class A Common Stock and Class B Common Stock directly owned by LALFP.
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LALFP is party to the Stockholders’ Agreement described below, and the responses of the Reporting Person on the cover pages of this Schedule 13G do not include shares of Class A Common Stock or Class B Common Stock beneficially owned
by those other parties (other than LALFP). Each party thereto separately reports beneficial ownership on a Schedule 13D or 13G, as the case may be.
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Item 5. |
Ownership of Five Percent or Less of a Class
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Item 8. |
Identification and Classification of Members of the Group
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Item 9. |
Notice of Dissolution of Group
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Item 10. |
Certifications
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Date: February 16, 2021
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LAL Family Corporation
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By:
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/s/ Joel S. Ehrenkranz
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Name: Joel S. Ehrenkranz
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Title: Vice President
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Exhibit No.
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List of Parties to the Stockholders’ Agreement
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