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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 19)*
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The Estée Lauder Companies Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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518439 10 4
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(CUSIP Number)
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December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 518439 10 4
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SCHEDULE 13G
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Page 2 of 8 pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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William P. Lauder
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (SEE INSTRUCTIONS)
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(a) ¨
(b) T
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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8,370,331
(see Item 4)
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6
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SHARED VOTING POWER
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1,561,326
(see Item 4)
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7
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SOLE DISPOSITIVE POWER
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8,370,331
(see Item 4)
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8
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SHARED DISPOSITIVE POWER
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1,561,326
(see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,931,657
(see Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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4.1%
(see Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(a)
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As of December 31, 2014 the Reporting Person beneficially owned 9,931,657 shares of Class A Common Stock as follows: (i) 526,953 shares of Class A Common Stock and 6,825,600 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the “Class B Common Stock”), held directly by the Reporting Person; (ii) 268,662 shares of Class A Common Stock and 1,268,304 shares of Class B Common Stock held indirectly as a co-trustee of the 1992 GRAT Remainder Trust f/b/o the Reporting Person (the “WPL GRAT Remainder Trust”); (iii) 24,360 shares of Class A Common Stock held indirectly as a co-trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder (the “GML Remainder Trust”); and (iv) 1,017,778 shares of Class A Common Stock pursuant to options that were exercisable or became exercisable within 60 days of December 31, 2014 (and the Reporting Person has no other options to acquire any common stock of the Issuer that will become exercisable within 60 days following December 31, 2014).
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(b)
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The responses of the Reporting Person to Row (11) of the cover pages 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
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Certificate of Incorporation. Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Reporting Person, the Reporting Person would beneficially own 9,931,657 shares of Class A Common Stock, which would constitute 4.1% of the number of shares of Class A Common Stock outstanding.
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Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer’s stockholders and each share of Class B Common Stock entitles the holder to ten votes on each such matter, including the election of directors of the Issuer. Assuming no conversion of any of the outstanding shares of Class B Common Stock, the 1,837,753 shares of Class A Common Stock and the 8,093,904 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 4.8% of the aggregate voting power of the Issuer.
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(c)
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The responses of the Reporting Person to Rows (5) through (8) of the cover pages of this Schedule 13G are incorporated herein by reference. The Reporting Person has sole voting and dispositive power with respect to the 8,370,331 shares of Class A Common Stock as follows: (i) 526,953 shares of Class A Common Stock and 6,825,600 shares of Class B Common Stock held directly by the Reporting Person; and (ii) 1,017,778 shares of Class A Common Stock that the Reporting Person has the right to acquire pursuant to options that were exercisable or became exercisable within 60 days of December 31, 2014. The Reporting Person shares voting and dispositive power with Gary M. Lauder and Carol S. Boulanger, in each case, as co-trustees of the WPL Remainder Trust and the GML Remainder Trust, with respect to the 268,662 shares of Class A Common Stock and 1,268,304 shares of Class B Common Stock owned by the WPL Remainder Trust and the 24,360 shares of Class A Common Stock owned by the GML Remainder Trust.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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/s/William P. Lauder
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William P. Lauder
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Exhibit No.
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A
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List of Parties to the Stockholders’ Agreement (as of December 31, 2014)
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