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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 | ||||||||
Class B Common Stock | (1) | 10/07/2005 | J | 1,418,976 (2) | (1) | (1) | Class A Common Stock | 1,418,976 | $ 0 (1) | 2,843,002 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TRUST F/B/O LAUDER AERIN & JANE U/A/D 12/15/76 BY R S LAUDER C/O RICHARD D. PARSONS 1 TIME WARNER CENTER NEW YORK, NY 10019 |
X |
Richard D. Parsons, Trustee, by Robin S. Elkowitz, Attorney-in-fact | 10/11/2005 | |
**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) | Shares of Class B Common Stock may be converted immediately into Class A Common Stock on a one-for-one basis by the holder and 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" 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. |
(2) | On October 7, 2005, the JL Trust (as defined below) distributed 1,418,976 shares of Class B Common Stock to the Trust f/b/o Jane A. Lauder u/a/d November 6, 2003 created by Jane A. Lauder, as grantor. |
(3) | After this transfer, the amount of Class B Common Stock beneficially owned by the Reporting Person is 2,843,002, which includes 1,402,090 in the AL Trust (as defined below) and 1,440,912 in the JL Trust (as defined below). |
Remarks: (*) The full name of the Reporting Person is: Trust f/b/o Aerin Lauder and Jane Lauder, u/a/d December 15, 1976, by RSL, as Grantor. Within the reporting person are separate share trusts f/b/o Jane Lauder (the "JL Trust") and Aerin Lauder (the "AL Trust"). |