Sec Form 4 Filing - LAUDER RONALD S @ ESTEE LAUDER COMPANIES INC - 2020-03-11

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 LAUDER RONALD S 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, Clinique Labs, LLC (Last) (First) (Middle) C/O THE ESTEE LAUDER COMPANIES INC, 767 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2020 (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 03/11/2020 C( 1 ) 1,828,685 A 1,828,685 D Class A Common Stock 03/11/2020 J/K( 4 )( 5 )( 6 )( 7 ) 1,828,685 D 0 D Class A Common Stock 6,364 I ( 3 ) by Descendants of RSL 1966 Trust

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 Forward sale contract (obligation to sell) ( 4 ) ( 5 ) ( 6 ) ( 7 ) 03/11/2020 J/K( 4 )( 5 )( 6 )( 7 ) 1,828,685 03/11/2020 03/11/2020 Class A Common Stock 1,828,685 ( 4 ) ( 5 ) ( 6 ) ( 7 ) 0 D Class B Common Stock ( 2 ) 03/11/2020 C( 1 ) 1,828,685 ( 2 ) ( 2 ) Class A Common Stock 7,574,846 ( 2 ) 7,574,846 D Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 6,364 6,364 I ( 3 ) by Descendants of RSL 1966 Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAUDER RONALD S C/O THE ESTEE LAUDER COMPANIES INC 767 FIFTH AVENUE NEW YORK, NY10153 X X Chairman, Clinique Labs, LLC Signatures Ronald S. Lauder, by /s/ Maureen Sladek, Attorney-in-fact 03/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person converted shares of Class B Common Stock to Class A Common Stock in settlement of an amended prepaid variable forward sale contract (the "Amended Contract"). ( 2 )There is no exercise or conversion price for Class B Common Stock. Shares of Class B Common Stock (i) may be converted immediately on a one-for-one basis by the holder into shares of Class A Common Stock and (ii) 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" (as defined in the Issuer's Restated Certificate of Incorporation) 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. ( 3 )The Reporting Person disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities. ( 4 )On March 11, 2019, the Reporting Person entered into the Amended Contract with an unaffiliated third-party buyer with a maturity date of March 11, 2020. The contract obligated the Reporting Person to deliver to the buyer up to 2,000,000 shares of Class A Common Stock (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of Class A Common Stock at the time) following the maturity date of the contract subject to acceleration. ( 5 )In exchange for assuming this obligation under the original prepaid variable forward sale contract in June 2011, the Reporting Person received a cash payment at that time. No payments were made by either party in connection with the Amended Contract. The Reporting Person has pledged 2,000,000 shares of Class B Common Stock (the "Pledged Shares") to secure his obligations under the Amended Contract, but retained voting and certain dividend rights in the Pledged Shares during the term of the pledge but the Reporting Person is required to make a cash payment upon the occurrence of certain dividends that may be declared prior to the maturity date. ( 6 )Under the Amended Contract, the number of shares of Class A Common Stock delivered to the buyer at settlement on March 11, 2020 was based on the following formula, which referenced a settlement price determined by the arithmetic mean of the closing prices of Class A Common Stock on each of the five trading days up to, and including, the maturity date (the "Settlement Price"): (A) if the Settlement Price were less than $159.50, the Reporting Person would deliver 2,000,000 shares; (B) if the Settlement Price were less than $175.25, but equal to or greater than $159.50, the Reporting Person would deliver a number of shares equal to 2,000,000 multiplied by a ratio of (i) $159.50 divided by (ii) the Settlement Price; ( 7 )and (C) if the Settlement Price were equal to or greater than $175.25, the Reporting Person would deliver a number of shares equal to 2,000,000 multiplied by a ratio equal to one minus (i) the difference between $175.25 and $159.50 divided by (ii) Settlement Price, subject in each case to adjustment upon the occurrence of certain corporate events applicable to the Class A Common Stock. The Settlement Price was determined to be $183.8720 so pursuant to the formula, the Reporting Person delivered 1,828,685 shares of Class A Common Stock to buyer in settlement of the Amended Contract.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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