Sec Form 4/A Filing - Freda Fabrizio @ ESTEE LAUDER COMPANIES INC - 2013-09-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
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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1. Name and Address of Reporting Person
Freda Fabrizio
2. Issuer Name and Ticker or Trading Symbol
ESTEE LAUDER COMPANIES INC [ EL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/04/2013
(Street)
NEW YORK, NY10153
4. If Amendment, Date Original Filed (MM/DD/YY)
09/06/2013
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/04/2013 F( 1 ) 33,875 D $ 67.31 ( 2 ) 68,240 D
Class A Common Stock 09/06/2013 S 30,691 ( 3 ) D $ 67.35 ( 4 ) ( 5 ) 37,549 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 67.31 ( 6 ) 09/04/2013 A 117,239 ( 7 ) 09/04/2023 Class A Common Stock 117,239 ( 7 ) 117,239 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Freda Fabrizio
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NEW YORK, NY10153
X President and CEO
Signatures
Fabrizio Freda, by Maureen Sladek, attorney-in-fact 09/10/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the withholding of shares for tax purposes in connection with the payout of the PSUs.
( 2 )Reflects amended price of Class A Common Stock.
( 3 )Reflects amended number of shares of Class A Common Stock sold.
( 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 the Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.
( 5 )Sales prices range from $67.01 to $67.66 per share, inclusive.
( 6 )Reflects amended exercise price.
( 7 )Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 39,079 shares exercisable from and after January 1, 2015; 39,080 shares exercisable from and after January 1, 2016; and 39,080 shares exercisable from and after January 1, 2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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