0001209191-17-017654.txt : 20170303 0001209191-17-017654.hdr.sgml : 20170303 20170303164352 ACCESSION NUMBER: 0001209191-17-017654 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170302 FILED AS OF DATE: 20170303 DATE AS OF CHANGE: 20170303 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 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: 17664384 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-03-02 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 Forward sale contract (obligation to sell) 2017-03-02 4 J 1 2000000 D 2017-05-15 2017-05-15 Class A Common Stock 2000000 0 D Forward sale contract (obligation to sell) 2017-03-02 4 J 1 2000000 A 2018-06-04 2018-06-04 Class A Common Stock 2000000 2000000 D Class B Common Stock Class A Common Stock 9403531 9403531 D Class B Common Stock Class A Common Stock 6364 6364 I by Descendants of RSL 1966 Trust On May 14, 2015, the reporting person entered into an amended prepaid variable forward sale contract (the "Prior Contract") with an unaffiliated third party buyer. On March 2, 2017, the reporting person amended the Prior Contract (the "Amended Contract") which extended the maturity date on the outstanding prepaid variable forward contract from May 15, 2017 to June 4, 2018. The contract obligates the reporting person to deliver to the buyer up to 2,000,000 shares of EL Class A Common Stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of EL 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 EL 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. Under the Amended Contract, the number of shares of EL Class A Common Stock to be delivered to the buyer at settlement will be based on the following formula, which references a settlement price that will be determined by the arithmetic mean of the closing prices of EL 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 is less than $83.2953 (amended from $75.6500 under the Prior Contract), the reporting person will deliver 2,000,000 shares; (B) if the Settlement Price is less than $93.4573 (amended from $104.5750 under the Prior Contract), but equal to or greater than $83.2953 (amended from $75.6500 under the Prior Contract), the reporting person will deliver a number of shares equal to 2,000,000 multiplied by a ratio of (i) $83.2953 (amended from $75.6500 under the Prior Contract) divided by (ii) the Settlement Price; and (C) if the Settlement Price is equal to or greater than $93.4573 (amended from $104.5750 under the Prior Contract), the reporting person will deliver a number of shares equal to 2,000,000 multiplied by a ratio equal to one minus (i) the difference between $93.4573 (amended from $104.5750 under the Prior Contract) and $83.2953 (amended from $75.6500 under the Prior Contract) divided by (ii) Settlement Price, subject in each case to adjustment upon the occurrence of certain corporate events applicable to the EL Class A Common Stock. The number of shares of EL Class A Common Stock to be delivered and the number of Pledged Shares are also subject to adjustment in such event. There is no exercise or conversion price for the 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. Ronald S. Lauder disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities. Ronald S. Lauder, by /s/ Maureen Sladek, Attorney-in-fact 2017-03-03