Filing Details
- Accession Number:
- 0001104659-25-010909
- Form Type:
- 13G Filing
- Publication Date:
- 2025-02-09 19:00:00
- Filed By:
- Gary M. Lauder
- Company:
- Estee Lauder Companies Inc (NYSE:EL)
- Filing Date:
- 2025-02-10
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| Gary M. Lauder | 0 | 58,534 | 0.02% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 22)
|
The Estee Lauder Companies Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
518439104 (CUSIP Number) |
12/31/2024 (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)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 518439104 |
| 1 | Names of Reporting Persons
Gary M. Lauder | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,534.00 | ||||||||
| 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)
0.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: For Rows (5) through (9) and (11) of the cover page of this Schedule 13G, see Item 4
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
The Estee Lauder Companies Inc. | |
| (b) | Address of issuer's principal executive offices:
767 Fifth Avenue New York , NY, 10153 | |
| Item 2. | ||
| (a) | Name of person filing:
Gary M. Lauder (the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
767 Fifth Avenue New York, NY 10153 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
518439104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of December 31, 2024, the Reporting Person beneficially owned 58,534 shares of The Estee Lauder Companies Inc. (the "Issuer") Class Common Stock as follows: 5,234 shares of Class A Common Stock of the Issuer (the "Class A Common Stock") and 22,870 shares of Class B Common Stock, par value $0.1 per share, of the Issuer (the "Class B Common Stock"), as custodian under the New York Uniform Transfers to Minors Act for the benefit of Danielle Lauder, (ii) 5,234 shares of Class A Common Stock and 22,870 shares of Class B Common Stock as custodian under the New York Uniform Transfers to Minors Acts for the benefit of Rachel Lauder; and (iii) 2,326 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, 2024. | |
| (b) | Percent of class:
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 would beneficially own 58,534 shares of Class A Common Stock, which would constitute 0.03% of the number of shares of the Class A Common Stock outstanding. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The response of the Reporting Person to Row (5) of the cover page of this Schedule 13G is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The response of the Reporting Person to Row (6) of the cover page of this Schedule 13G is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The response of the Reporting Person to Row (7) of the cover page of this Schedule 13G is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The response of the Reporting Person to Row (8) of the cover page of this Schedule 13G is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Danielle Lauder, as the beneficiary of the 5,234 shares of Class A Common Stock and the 22,870 shares of Class B Common Stock held by the Reporting Person as custodian for her benefit under the New York Uniform Transfers to Minors Act, has the right to receive dividends from, or the proceeds from the sale of, such shares of Class A Common Stock and Class B Common Stock. Rachel Lauder, as the beneficiary of the 5,234 shares of Class A Common Stock and the 22,870 shares of Class B Common Stock held by the Reporting Person as custodian for her benefit under the New York Uniform Transfers to Minors Act, has the right to receive dividends from, or the proceeds from the sale of, such shares of Class A Common Stock and Class B Common Stock. | ||
| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member 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 Stockholder's 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 84% 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
Exhibit Information
|
Exhibit A - List of Parties to the Stockholders' Agreement |