The Estée Lauder Companies Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 12:59

Statement of Changes in Beneficial Ownership - Form 4

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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 *
LAUDER JANE
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)
Executive Vice President & CDO
(Last) (First) (Middle)
C/O THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE 		3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024
(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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/01/2024 M 3,079(1) A (2) 60,468 D
Class A Common Stock 11/01/2024 F 1,705(3) D $67.76 58,763 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (Share Payout)(4) (2) 11/01/2024 M 630 (5) 11/01/2024 Class A Common Stock 630 (2) 0 D
Restricted Stock Units (Share Payout)(4) (2) 11/01/2024 M 986 (6) 11/03/2025 Class A Common Stock 986 (2) 986 D
Restricted Stock Units (Share Payout)(4) (2) 11/01/2024 M 1,463 (7) 11/02/2026 Class A Common Stock 1,463 (2) 2,926 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAUDER JANE
C/O THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NEW YORK, NY 10153 		X X Executive Vice President & CDO

Signatures

Jane Lauder, by Spencer G. Smul, Attorney-in-fact 11/04/2024
**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 2, 2021; September 6, 2022; and August 28, 2023.
(2) Not applicable.
(3) Represents the withholding of shares for tax purposes.
(4) 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 installments unless otherwise indicated. Upon payout, shares are withheld to cover statutory tax obligations. RSUs are accompanied by dividend equivalent rights payable in cash at the time of the payout of the related shares.
(5) Annual RSUs granted September 2, 2021.
(6) Annual RSUs granted September 6, 2022. Assuming continued employment, these RSUs will vest and be paid out as follows: 986 on November 3, 2025.
(7) Annual RSUs granted August 28, 2023. Assuming continued employment, these RSUs will vest and be paid out as follows: 1,463 on November 3, 2025; and 1,463 on November 2, 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.