Filing Details

 

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 27)*

 

The Estée Lauder Companies Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

518439 10 4

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 518439 10 4						SCHEDULE 13G
	1	Names of Reporting Persons: William P. Lauder
	2	Check the Appropriate Box if a Member of a Group * (See Instructions)
		(a)		x
		(b)		¨
	3	SEC Use Only
	4	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 8,558,835 (see Item 4)
			6		Shared Voting Power 0 (see Item 4)
			7		Sole Dispositive Power 8,558,835 (see Item 4)
			8		Shared Dispositive Power 0 (see Item 4)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,558,835 (see Item 4)
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11	Percent of Class Represented by Amount in Row 9 3.6% (see Item 4)
	12	Type of Reporting Person (See Instructions) IN

 

 

Item 1(a).	Name of Issuer: The Estée Lauder Companies Inc. (the “Issuer”)
Item 1(b).	Address of Issuer’s Principal Executive Offices 767 Fifth Avenue New York, NY 10153
Item 2(a).	Name of Person Filing: William P. Lauder (the “Reporting Person”)
Item 2(b).	Address of Principal Business Office or, if none, Residence: 767 Fifth Avenue New York, NY 10153
Item 2(c).	Citizenship: United States of America
Item 2(d).	Title of Class of Securities: Class A Common Stock, par value $0.01 per share
Item 2(e).	CUSIP Number: 518439 10 4
Item 3.	Not applicable

 

 

Item 4.	Ownership
	(a)	As of December 31, 2022, the Reporting Person beneficially owned 8,558,835 shares of Class A Common Stock as follows: (i) 4,784 shares of Class A Common Stock and 8,515,960 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the “Class B Common Stock”), held directly by the Reporting Person and (ii) 38,091 shares of Class A Common Stock issuable pursuant to options held by the Reporting Person that are exercisable on, or within 60 days following, December 31, 2022.
	(b)	The responses of the Reporting Person to Row (11) of the cover page of this Schedule 13G are incorporated herein by reference. 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 8,558,835 shares of Class A Common Stock, which would constitute 3.6% of the number of shares of Class A Common Stock outstanding.     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 42,875 shares of Class A Common Stock and the 8,515,960 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 5.7% of the aggregate voting power of the Issuer.
	(c)	The responses of the Reporting Person to Rows (5) through (8) of the cover page of this Schedule 13G are incorporated herein by reference.

 

Item 5.	Ownership of Five Percent or Less of a Class
	Not Applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
	Not Applicable

 

 

Item 8.	Identification and Classification of Members of the Group
	The Reporting Person is a party to a Stockholders’ Agreement (the “Stockholders’ Agreement”), dated November 22, 1995, as amended, among the parties listed on Exhibit A attached hereto. The stockholders who are parties to the Stockholders’ Agreement have agreed to vote in favor of the election of Leonard A. Lauder (or one of his sons) and Ronald S. Lauder (or one of his daughters) and one designee of each as directors of the Issuer. The Stockholders’ Agreement also contains certain limitations on the transfer of shares of Class A Common Stock. Each stockholder who is a party to the Stockholders’ Agreement has agreed to grant to the other parties a right of first offer to purchase shares of Class A Common Stock of the stockholder in the event the stockholder intends to sell to a person (or group of persons) who is not a Lauder Family Member, as defined therein, except in certain circumstances, such as sales in a widely distributed underwritten public offering or sales made in compliance with Rule 144. To the Reporting Person’s knowledge, the aggregate number of shares subject to the Stockholders’ Agreement represents approximately 83% of the voting power of the Issuer.
Item 9.	Notice of Dissolution of Group
	Not Applicable
Item 10.	Certifications
	Not Applicable

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

 

Date: February 10, 2023
		/s/ William P. Lauder
	Name:	William P. Lauder

 

 

EXHIBIT INDEX

 

Exhibit  No.		Description
A		List of Parties to the Stockholders’ Agreement

 

 

EXHIBIT A

 

List of Parties to the Stockholders’ Agreement (as of December 31, 2022)

 

Leonard A. Lauder, (a) individually and (b) as Trustee of The Leonard A. Lauder 2013 Revocable Trust

 

Ronald S. Lauder, (a) individually and (b) as Trustee of The Descendants of Ronald S. Lauder 1966 Trust

 

William P. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder and (c) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder

 

Gary M. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder, (c) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder, (d) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Danielle Lauder, and (e) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Rachel Lauder

 

LAL Family Partners L.P.

 

Carol S. Boulanger, (a) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder and (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder

 

Richard D. Parsons, (a) as Trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor, and (b) as Trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d November 6, 2003, Jane A. Lauder, as Grantor.

 

The Estée Lauder Companies Inc.

 

The Ronald S. Lauder Foundation

 

Aerin Lauder Zinterhofer, as Trustee of the Trust Under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement

 

Jane Lauder, (a) as Trustee of the Trust Under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement and (b) as Trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d November 6, 2003, Jane A. Lauder, as Grantor

 

Joel S. Ehrenkranz, as Trustee of The Leonard A. Lauder 2013 Revocable Trust