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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) | $ 21.375 | 03/01/2006 | M | 30,000 | 07/01/1997 | 07/01/2006 | Class A Common Stock | 30,000 | (1) | 0 | D | ||||
Class B Common Stock | $ 0 (2) | 03/01/2006 | P(3) | 200,000 | (4) | (4) | Class A Common Stock | 2,592,038 | $ 38.56 | 2,592,038 | D | ||||
Class B Common Stock | $ 0 (2) | (4) | (4) | Class A Common Stock | 1,914,608 | 1,914,608 | I (5) | by WL GRAT | |||||||
Class B Common Stock | $ 0 (2) | (4) | (4) | Class A Common Stock | 1,914,608 | 1,914,608 | I (6) | by GL GRAT |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lauder William P THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY 10153 |
X | X | President and CEO |
William P. Lauder, by Spencer G. Smul, attorney-in-fact | 03/02/2006 | |
**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) | Exercise of stock options granted pursuant to Fiscal 1996 Share Incentive Plan in respect of 30,000 shares exercisable from and after July 1, 1997. Reporting Person also has options to purchase 1,200,000 shares of Class A Common Stock at various exercise prices of which 783,333 are exercisable. |
(2) | There is no exercise or conversion price for the Class B Common Stock. It is convertible into shares of Class A Common Stock on a one-for-one basis. |
(3) | On March 1, 2006, the Reporting Person bought 200,000 shares of Class B Common Stock from the Reporting Person's uncle, Ronald S. Lauder. |
(4) | Shares of Class B Common Stock may be converted immediately on a one-for-one basis by the holder and are automatically coverted into Class A Common Stock on a one-for-one basis upon transfer to a person or entity that is not a "Permitted Transferee" 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. |
(5) | The Reporting Person is a Trustee and a beneficiary of the 1992 GRAT Remainder Trust f/b/o William Lauder (the "WL GRAT"). The Reporting Person disclaims beneficial ownership of all shares owned by such trust to the extent he does not have a pecuniary interest in such securities. |
(6) | The Reporting Person is a Trustee and a beneficiary of the 1992 GRAT Remainder Trust f/b/o Gary Lauder (the "GL GRAT"). The Reporting Person disclaims beneficial ownership of all shares owned by such trust to the extent he does not have a pecuniary interest in such securities. |