| FORM 4 | 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 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
| C/O THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE | |
(Street)
| 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 | | 10% Owner | | Officer (give title below) | | Other (specify below) | |
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3. Date of Earliest Transaction (Month/Day/Year)
11/02/2009 |
4. If Amendment, Date of 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 |
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| 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 |
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Class A Common Stock
| 11/02/2009 | | M | |
417
| A |
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1,035.2
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D
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Class A Common Stock
| 11/02/2009 | | D | |
417
| D | $
43.61
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618.2
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D
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Class A Common Stock
| 11/02/2009 | | M | |
139
| A |
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757.2
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D
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Class A Common Stock
| 11/02/2009 | | D | |
139
| D | $
43.61
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618.2
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D
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Class A Common Stock
| 11/02/2009 | | M | |
1,389
| A |
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2,007.2
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D
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Class A Common Stock
| 11/02/2009 | | D | |
1,389
| D | $
43.61
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618.2
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D
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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 |
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Restricted Stock Units
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| 11/02/2009 | | M | | |
417
| | |
Class A Common Stock
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417
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0
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D
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Restricted Stock Units
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| 11/02/2009 | | M | | |
139
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Class A Common Stock
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139
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139
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D
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Restricted Stock Units
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| 11/02/2009 | | M | | |
1,389
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Class A Common Stock
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1,389
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2,778
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D
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Restricted Stock Units
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| | | | | | | | |
Class A Common Stock
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2,334
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2,334
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D
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| Explanation of Responses: |
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| Jane Lauder, by Spencer G. Smul, Attorney-in-fact | 11/04/2009 |
| ** Signature of Reporting Person | Date |
| 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). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Sara E. Moss, Spencer G. Smul, Charles E. Reese, II, and
Patricia E. Donnelly, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of The Estee Lauder Companies
Inc. (the "Company") or as a stockholder of the Company or as a trustee
of a stockholder of the Company, Schedules 13D and 13G and Forms 3, 4,
and 5 including any amendments thereto, in accordance with Section 13(d),
13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the
"Act") and the rules thereunder, in each case, with respect to the
equity securities of the Company;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Schedules 13D or 13G, or Form 3, 4, or 5, complete and execute any
amendment or amendments thereto, and timely file such Schedule or Form
with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with, or liabilities that may
arise under Section 13(d), 13(g) or 16 of the Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedules 13D and 13G and
Forms 3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked
by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 15th day of July 2009.
/s/Jane Lauder
Jane Lauder