Sec Form 4 Filing - ZINTERHOFER AERIN LAUDER TRUST U/A/D 4/24/00 @ ESTEE LAUDER COMPANIES INC - 2012-12-03

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
ZINTERHOFER AERIN LAUDER TRUST U/A/D 4/24/00
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RICHARD D. PARSONS, 9 WEST 57TH STREET, SUITE 4700
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2012
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 12/03/2012 C 300,000 A 300,000 D
Class A Common Stock 12/03/2012 S 169,438 D $ 59.37 ( 2 ) ( 3 ) 130,562 D
Class A Common Stock 12/04/2012 S 130,562 D $ 58.72 ( 2 ) ( 4 ) 0 D
Class A Common Stock 1,692 D ( 5 )
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
Class B Common Stock ( 6 ) 12/03/2012 C 300,000 ( 7 ) ( 7 ) Class A Common Stock 300,000 ( 1 ) 1,272,324 D
Class B Common Stock ( 6 ) ( 7 ) ( 7 ) Class A Common Stock 1,500,000 1,500,000 D ( 5 )
Class B Common Stock ( 6 ) ( 7 ) ( 7 ) Class A Common Stock 4,810,594 4,810,594 I ( 8 ) by the 2008 Descendants Trust
Class B Common Stock ( 6 ) ( 7 ) ( 7 ) Class A Common Stock 9,924,192 9,924,192 I ( 9 ) by the 2008 GRAT
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ZINTERHOFER AERIN LAUDER TRUST U/A/D 4/24/00
C/O RICHARD D. PARSONS
9 WEST 57TH STREET, SUITE 4700
NEW YORK, NY10019
X
LAUDER AERIN
C/O THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NEW YORK, NY10153
X X
Signatures
Richard D. Parsons, Trustee, Aerin Lauder Zinterhofer 2000 Revocable Trust, by Spencer G. Smul, attorney-in-fact 12/05/2012
Signature of Reporting Person Date
Aerin Lauder, by Spencer G. Smul, attorney-in-fact 12/05/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Not applicable.
( 2 )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.
( 3 )Sales prices range from $59.16 to $59.89 per share, inclusive.
( 4 )Sales prices range from $58.50 to $59.21 per share, inclusive.
( 5 )Owned directly by Aerin Lauder Zinterhofer.
( 6 )There is no conversion or exercise price for the Class B Common Stock. It is convertible into shares of Class A Common Stock on a one-for-one basis.
( 7 )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.
( 8 )Owned directly by the Trust under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement u/a/d December 24, 2008 (the "2008 Descendants Trust"). Owned indirectly by Aerin Lauder Zinterhofer as co-trustee of the 2008 Descendants Trust. Aerin Lauder Zinterhofer disclaims beneficial ownership to the extent that she does not have a pecuniary interest in such securities.
( 9 )Owned indirectly as Trustee and ultimate beneficial owner of the Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust (the "2008 GRAT") and with respect to which she has sole voting and investment power. Aerin Lauder Zinterhofer disclaims beneficial ownership to the extent that she does not have a pecuniary interest in such securities.

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