Edgar Filing: ESTEE LAUDER COMPANIES INC

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).

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, 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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(Print or Type Responses)

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)

_____ 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 (Month/Day/Year)
08/31/2016

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/31/2016		C⁽¹⁾		608,500	A	⁽²⁾	608,500	D
Class A Common Stock	08/31/2016		S		174,184 ⁽³⁾	D	$ 89.1 ⁽³⁾ ⁽⁴⁾	434,316	D
Class A Common Stock	09/01/2016		S		324,799 ⁽³⁾	D	$ 88.8 ⁽³⁾ ⁽⁵⁾	109,517	D
Class A Common Stock	09/01/2016		S		1,017 ⁽³⁾	D	$ 89.4 ⁽³⁾ ⁽⁶⁾	108,500	D
Class A Common Stock	09/01/2016		G	V	19,600	D	⁽⁷⁾	88,900	D
Class A Common Stock	09/01/2016		G	V	6,450	D	⁽⁷⁾	82,450	D
Class A Common Stock	09/01/2016		G	V	21,700	D	⁽⁷⁾	60,750	D
Class A Common Stock	09/01/2016		G	V	20,000	D	⁽⁷⁾	40,750	D
Class A Common Stock	09/01/2016		G	V	27,250	D	⁽⁷⁾	13,500	D
Class A Common Stock	09/01/2016		G	V	13,500	D	⁽⁷⁾	0	D
Class A Common Stock								6,364	I ⁽⁸⁾	by Descendants of RSL 1966 Trust

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽²⁾

08/31/2016

C⁽¹⁾

608,500

⁽²⁾

Class A Common Stock

608,500

⁽⁷⁾

9,403,531

Class B Common Stock

⁽²⁾

Class A Common Stock

6,364

I ⁽⁸⁾

by Descendants of RSL 1966 Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAUDER RONALD S C/O THE ESTEE LAUDER COMPANIES INC. 767 FIFTH AVENUE NEW YORK, NY 10153		X	Chairman, Clinique Labs LLC

Signatures

Ronald S. Lauder, by Maureen Sladek, Attorney-in-fact		09/01/2016
^**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)	Ronald S. Lauder ("RSL") converted shares of Class B Common Stock into an equal number of shares of Class A Common Stock.
(2)	There is no exercise or conversion price for the 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 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 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.
(4)	Sales prices range from $88.79 to $89.27 per share, inclusive.
(5)	Sales prices range from $88.37 to $89.36 per share, inclusive.
(6)	Sales prices range from $89.37 to $89.44 per share, inclusive.
(7)	Not applicable.
(8)	RSL disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities.

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