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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (Right to Buy) | $ 21.29 (2) | 04/26/2012 | M(1) | 50,000 | 01/01/2009(2) | 09/21/2017 | Class A Common Stock | 50,000 | (6) | 0 (2) | D | ||||
| Option (Right to Buy) | $ 26.42 (7) | 01/01/2010(7) | 09/11/2018 | Class A Common Stock | 50,000 (7) | 50,000 (7) | D | ||||||||
| Option (Right to Buy) | $ 17 (8) | 01/01/2011(8) | 09/02/2019 | Class A Common Stock | 70,000 (8) | 70,000 (8) | D | ||||||||
| Option (Right to Buy) | $ 29.04 (9) | 01/01/2012(9) | 09/02/2020 | Class A Common Stock | 81,250 (9) | 81,250 (9) | D | ||||||||
| Option (Right to Buy) | $ 49.09 (10) | 01/01/2013(10) | 09/01/2021 | Class A Common Stock | 49,910 (10) | 49,910 (10) | D | ||||||||
| Restricted Stock Units (Share Payout) | (11) | (12) | (12) | Class A Common Stock | 23,862 (12) | 23,862 (12) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOSS SARA E THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY 10153 |
Exec. VP, Gen. Counsel & Secty | |||
| Sara E. Moss, by Spencer G. Smul, attorney-in-fact | 04/26/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The exercise of the options and sales of the shares of Class A Common Stock were made pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on November 21, 2011. |
| (2) | Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 16,666 shares exercisable from and after January 1, 2009; 16,666 shares exercisable from and after January 1, 2010; and 16,668 shares exercisable from and after January 1, 2011. This option was previously reported as covering 8,333 shares exercisable from and after January 1, 2009; 8,333 shares exercisable from and after January 1, 2010; and 8,334 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. |
| (3) | On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in the Reporting Person's ownership of 23,516 additional shares of Class A Common Stock. |
| (4) | 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 Reporting Person undertakes to provide to the staff of the SEC, the Issuer, or a stockholder of th Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range. |
| (5) | Sales prices range from $65.00 to $65.29 per share, inclusive. |
| (6) | Not applicable. |
| (7) | Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 16,666 shares exercisable from and after January 1, 2010; 16,666 shares exercisable from and after January 1, 2011; and 16,668 shares exercisable from and after January 1, 2012. This option was previously reported as covering 8,333 shares exercisable from and after January 1, 2010; 8,333 shares exercisable from and after January 1, 2011; and 8,334 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. |
| (8) | Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 23,332 shares exercisable from and after January 1, 2011; 23,334 shares exercisable from and after January 1, 2012; and 23,334 shares exercisable from and after January 1, 2013. This option was previously reported as covering 11,666 shares exercisable from and after January 1, 2011; 11,667 shares exercisable from and after January 1, 2012; and 11,667 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. |
| (9) | Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 27,082 shares exercisable from and after January 1, 2012; 27,084 shares exercisable from and after January 1, 2013; and 27,084 shares exercisable from and after January 1, 2014. This option was previously reported as covering 13,541 shares exercisable from and after January 1, 2012; 13,542 shares exercisable from and after January 1, 2013; and 13,542 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. |
| (10) | Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 16,636 shares exercisable from and after January 1, 2013; 16,636 shares exercisable from and after January 1, 2014; and 16,638 shares exercisable from and after January 1, 2015. This option was previously reported as covering 8,318 shares exercisable from and after January 1, 2013; 8,318 shares exercisable from and after January 1, 2014; and 8,319 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. |
| (11) | 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. |
| (12) | 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: 12,222 on October 31, 2012, 8,168 on October 31, 2013, and 3,472 on October 31, 2014. These Restricted Stock Units were previously reported as paying out as follows: 6,111 on October 31, 2012, 4,084 on October 31, 2013, and 1,736 on October 31, 2014, but have been adjusted in this report to reflect the stock split that occurred on January 20, 2012. |