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Filing Details

Accession Number:: 0001001250-12-000082
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-08-23 16:49:52
Reporting Period:: 2012-08-21

Filing Date:: 2012-08-23
Accepted Time:: 2012-08-23 16:49:52
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1001250	Estee Lauder Companies Inc	EL	Perfumes, Cosmetics & Other Toilet Preparations (2844)	112408943

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1008082	P William Lauder	C/O The Estee Lauder Companies Inc. 767 Fifth Avenue New York NY 10153	Executive Chairman	Yes	Yes	Yes	No
1008088	M Gary Lauder	767 Fifth Avenue New York NY 10153		No	No	Yes	No
1260298	Lauder William Fbo Trust Remainder Grat 1992	767 Fifth Avenue New York NY 10153		No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2012-08-21	80,000	$60.52	788,662	No	4	S	Direct
Class A Common Stock	Disposition	2012-08-22	35,385	$60.02	753,277	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	868,662	Direct
Class A Common Stock	225,176	Direct
Class A Common Stock	10,468	Indirect	by children of WPL
Class A Common Stock	24,360	Indirect	WPL is a trustee of the GML GRAT Remainder Trust

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			1,268,304	1,268,304	Direct
Class A Common Stock	Class B Common Stock	$0.00			6,525,600	6,525,600	Direct
Class A Common Stock	Class B Common Stock	$0.00			45,740	45,740	Indirect
Class A Common Stock	Class A Common Stock	$17.50	2007-01-01	2015-09-26	300,000	300,000	Direct
Class A Common Stock	Class A Common Stock	$19.78	2008-01-01	2016-09-20	300,000	300,000	Direct
Class A Common Stock	Class A Common Stock	$21.29	2009-01-01	2017-09-21	300,000	300,000	Direct
Class A Common Stock	Class A Common Stock	$26.42	2010-01-01	2018-09-11	300,000	300,000	Direct
Class A Common Stock	Class A Common Stock	$17.00	2011-01-01	2019-09-02	177,304	177,304	Direct
Class A Common Stock	Class A Common Stock	$29.04	2012-01-01	2020-09-01	124,132	124,132	Direct
Class A Common Stock	Class A Common Stock	$49.09	2013-01-01	2021-09-01	67,056	67,056	Direct
Class A Common Stock	Restricted Stock Units (Share Payout)	$0.00			44,336	44,336	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	1,268,304	1,268,304	Direct
	6,525,600	6,525,600	Direct
	45,740	45,740	Indirect
2015-09-26	300,000	300,000	Direct
2016-09-20	300,000	300,000	Direct
2017-09-21	300,000	300,000	Direct
2018-09-11	300,000	300,000	Direct
2019-09-02	177,304	177,304	Direct
2020-09-01	124,132	124,132	Direct
2021-09-01	67,056	67,056	Direct
	44,336	44,336	Direct

Footnotes

On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in ownership by the 1992 GRAT Remainder Trust f/b/o William P. Lauder ("WPL GRAT Remainder Trust") of 434,331 additional shares of Class A Common Stock.
Owned by WPL GRAT Remainder Trust directly. Owned by each of William P. Lauder (WPL) and Gary M. Lauder (GML), indirectly, as a trustee of the WPL GRAT Remainder Trust.
WPL disclaims beneficial ownership to the extent that he does not have a pecuniary interest in such securities.
GML disclaims beneficial ownership to the extent that he does not have a pecuniary interest in such securities.
WPL GRAT Remainder Trust sold shares of Class A Common Stock pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on November 23, 2011.
The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price. The WPL GRAT Remainder Trust undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.
Sales prices in the range from $60.15 to $61.01 per share, inclusive.
Sales prices in the range from $60.00 to $60.10 per share, inclusive.
On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in WPL's ownership of 112,588 additional shares of Class A Common Stock.
Owned by WPL directly.
On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in WPL's indirect ownership of 5,234 additional shares of Class A Common Stock.
Owned by WPL indirectly, in custody for his children.
On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in ownership by the 1992 GRAT Remainder Trust f/b/o Gary M. Lauder ("GML GRAT Remainder Trust") of 12,180 additional shares of Class A Common Stock.
Owned by GML GRAT Remainder Trust directly. Owned by each of WPL and GML, indirectly, as a trustee of the GML GRAT Remainder Trust.
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.
On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in the WPL GRAT Remainder Trust's ownership of 634,152 additional shares of Class B Common Stock.
On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in WPL's ownership of 3,262,800 additional shares of Class B Common Stock.
On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in WPL's indirect ownership of 22,870 additional shares of Class B Common Stock.
Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2007; 100,000 shares exercisable from and after January 1, 2008; and 100,000 shares exercisable from and after January 1, 2009. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2007; 50,000 shares exercisable from and after January 1, 2008; and 50,000 shares exercisable from and after January 1, 2009 at an exercise price of $35.00, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2008; 100,000 shares exercisable from and after January 1, 2009; and 100,000 shares exercisable from and after January 1, 2010. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2008; 50,000 shares exercisable from and after January 1, 2009; and 50,000 shares exercisable from and after January 1, 2010 at an exercise price of $39.56, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2009; 100,000 shares exercisable from and after January 1, 2010; and 100,000 shares exercisable from and after January 1, 2011. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2009; 50,000 shares exercisable from and after January 1, 2010; and 50,000 shares exercisable from and after January 1, 2011 at an exercise price of $42.58, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 100,000 shares exercisable from and after January 1, 2010; 100,000 shares exercisable from and after January 1, 2011; and 100,000 shares exercisable from and after January 1, 2012. This option was previously reported as covering 50,000 shares exercisable from and after January 1, 2010; 50,000 shares exercisable from and after January 1, 2011; and 50,000 shares exercisable from and after January 1, 2012 at an exercise price of $52.83, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 59,100 shares exercisable from and after January 1, 2011; 59,102 shares exercisable from and after January 1, 2012; and 59,102 shares exercisable from and after January 1, 2013. This option was previously reported as covering 29,550 shares exercisable from and after January 1, 2011; 29,551 shares exercisable from and after January 1, 2012; and 29,551 shares exercisable from and after January 1, 2013 at an exercise price of $34.00, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012
Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 41,376 shares exercisable from and after January 1, 2012; 41,378 shares exercisable from and after January 1, 2013; and 41,378 shares exercisable from and after January 1, 2014. This option was previously reported as covering 20,688 shares exercisable from and after January 1, 2012; 20,689 shares exercisable from and after January 1, 2013; and 20,689 shares exercisable from and after January 1, 2014 at an exercise price of $58.08, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012
Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 22,352 shares exercisable from and after January 1, 2013; 22,352 shares exercisable from and after January 1, 2014; and 22,352 shares exercisable from and after January 1, 2015. This option was previously reported as covering 11,176 shares exercisable from and after January 1, 2013; 11,176 shares exercisable from and after January 1, 2014; and 11,176 shares exercisable from and after January 1, 2015 at an exercise price of $98.17, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012
Not Applicable. Restricted Stock Units vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date.
These Restricted Stock Units are from the grants dated September 2, 2009, September 1, 2010, and September 1, 2011, which will vest and pay out as follows: 23,706 on October 31, 2012; 13,902 on October 31, 2013; and 6,728 on October 31, 2014. These Restricted Stock Units were previously reported as paying out as follows: 11,853 on October 31, 2012; 6,951 on October 31, 2013; and 3,364 on October 31, 2014, but have been adjusted in this report to reflect the stock split that occurred on January 20, 2012.