Edgar Filing: Demsey John

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Demsey John

2. Issuer Name and Ticker or Trading Symbol
ESTEE LAUDER COMPANIES INC [EL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Group President

(Last)

(First)

(Middle)

THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2018

(Street)

NEW YORK, NY 10153

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/31/2018		M		21,402 ⁽¹⁾	A	$ 0 ⁽²⁾	21,402	D
Class A Common Stock	10/31/2018		F⁽³⁾		11,392	D	$ 140.8	10,010	D
Class A Common Stock	11/02/2018		S⁽⁴⁾		4,036 ⁽⁵⁾	D	$ 142.99 ⁽⁵⁾ ⁽⁶⁾	5,974	D
Class A Common Stock	11/02/2018		S⁽⁴⁾		5,474 ⁽⁵⁾	D	$ 143.73 ⁽⁵⁾ ⁽⁷⁾	500	D
Class A Common Stock	11/02/2018		S⁽⁴⁾		500 ⁽⁵⁾	D	$ 145.03 ⁽⁵⁾ ⁽⁸⁾	0	D

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (Share Payout) ⁽⁹⁾

$ 0 ⁽²⁾

10/31/2018

8,217

10/31/2018⁽¹⁰⁾

10/31/2018

Class A Common Stock

8,217

$ 0 ⁽²⁾

Restricted Stock Units (Share Payout) ⁽⁹⁾

$ 0 ⁽²⁾

10/31/2018

7,276

10/31/2018⁽¹¹⁾

10/31/2019

Class A Common Stock

7,276

$ 0 ⁽²⁾

7,277

Restricted Stock Units (Share Payout) ⁽⁹⁾

$ 0 ⁽²⁾

10/31/2018

5,909

10/31/2018⁽¹²⁾

11/02/2020

Class A Common Stock

5,909

$ 0 ⁽²⁾

11,280

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Demsey John THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY 10153			Group President

Signatures

John Demsey, by Spencer G. Smul, attorney-in-fact		11/02/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Payout of shares upon vesting of portions of Restricted Stock Units ("RSUs") granted September 4, 2015, September 6, 2016 and September 5, 2017.
(2)	Not applicable.
(3)	Represents the withholding of shares for tax purposes.
(4)	The sales of 7,246 of all shares of Class A Common Stock sold were made pursuant to a Rule 10b5-1(c) plan entered into on February 27, 2017.
(5)	The number of securities reported represents an aggregated 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 the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.
(6)	Sales prices range from $142.48 to $143.41, inclusive.
(7)	Sales prices range from $143.48 to $144.43, inclusive.
(8)	Sales prices range from $144.67 to $145.58, inclusive.
(9)	RSUs vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date. RSUs generally vest in three approximately equal annual installments. Upon payout, additional shares will be withheld to cover statutory tax obligations. RSUs are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares.
(10)	RSUs from grant dated September 4, 2015.
(11)	RSUs from grant dated September 6, 2016. Assuming continued employment, remaining RSUs will vest and be paid out as follows: 7,277 on October 31, 2019.
(12)	RSUs from grant dated September 5, 2017. Assuming continued employment, remaining RSUs will vest and be paid out as follows: 5,910 on October 31, 2019; and 5,910 on November 2, 2020.

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