Sec Form 4 Filing - Demsey John @ ESTEE LAUDER COMPANIES INC - 2017-10-31

Insider filing report for Changes in Beneficial Ownership
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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
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
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 (MM/DD/YY)
10/31/2017
(Street)
NEW YORK, NY10153
4. If Amendment, Date Original Filed (MM/DD/YY)
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 10/31/2017 M 22,962 ( 1 ) A $ 0 ( 2 ) 22,962 D
Class A Common Stock 10/31/2017 F( 3 ) 12,819 D $ 111.4 10,143 D
Class A Common Stock 10/02/2017 S( 4 ) 4,800 ( 5 ) D $ 119.62 ( 5 ) ( 6 ) 5,343 D
Class A Common Stock 10/02/2017 S( 4 ) 4,943 ( 5 ) D $ 120.32 ( 5 ) ( 7 ) 400 D
Class A Common Stock 10/02/2017 S( 4 ) 400 ( 5 ) D $ 121.49 ( 5 ) ( 8 ) 0 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
Restricted Stock Units (Share Payout) ( 9 ) $ 0 ( 2 ) 10/31/2017 M 7,469 10/31/2017( 10 ) 10/31/2017 Class A Common Stock 7,469 $ 0 ( 2 ) 0 D
Restricted Stock Units (Share Payout) ( 9 ) $ 0 ( 2 ) 10/31/2017 M 8,217 10/31/2018( 11 ) 10/31/2018 Class A Common Stock 8,217 $ 0 ( 2 ) 8,217 D
Restricted Stock Units (Share Payout) ( 9 ) $ 0 ( 2 ) 10/31/2017 M 7,276 10/31/2018( 12 ) 10/30/2019 Class A Common Stock 7,276 $ 0 ( 2 ) 14,553 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Demsey John
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NEW YORK, NY10153
Group President
Signatures
John Demsey, by Maureen Sladek, attorney-in-fact 11/02/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Payout of shares upon vesting of portions of Restricted Stock Units ("RSUs") granted September 3, 2014, September 4, 2015 and September 6, 2016.
( 2 )Not applicable.
( 3 )Represents the withholding of shares for tax purposes.
( 4 )The sales of the shares of Class A Common Stock 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 $118.96 to $119.94.
( 7 )Sales prices range from $119.99 to $120.79.
( 8 )Sales prices range from $121.19 to $121.90.
( 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 3, 2014.
( 11 )RSUs from grant dated September 4, 2015. Assuming continued employment, remaining RSUs will vest and be paid out as follows: 8,217 on October 31, 2018.
( 12 )RSUs from grant dated September 6, 2016. Assuming continued employment, remaining RSUs will vest and be paid out as follows: 7,276 on October 31, 2018; and 7,277 on October 31, 2019.

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