EL Estee Lauder Companies Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

THE ESTÉE LAUDER COMPANIES INC.

(Name of Issuer)

CLASS A COMMON STOCK PAR VALUE $.01 PER SHARE

(Title of Class of Securities)

December 4, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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1	NAMES OF REPORTING PERSONS
	Jane A. Lauder 2003 Revocable Trust u/a/d November 6, 2003 Jane A. Lauder as Grantor
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			17,161,010
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			17,161,010
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,161,010
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

This Statement on Schedule 13D is the fourth amendment (“Amendment No. 4”) to an initial statement on Schedule 13D previously filed with the Securities and Exchange Commission on October 11, 2005, as amended on October 11, 2005, November 13, 2013 and April 6, 2020 (the “Schedule 13D”). This Amendment No. 4 is filed by the Reporting Person in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information which has materially changed since the filing of the Schedule 13D. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D.

 

Pursuant to an amendment to the JL Revocable Trust, the Reporting Person, as grantor of the JL Revocable Trust, removed the current co-trustee of the JL Revocable Trust and the Reporting Person remains as the sole current trustee of the JL Revocable Trust and as trustee of each successor trust thereto.

 

Item 5.

Interest in Securities of the Issuer.

 

 

Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock and is automatically converted into one share of Class A Common Stock upon transfer to a person who is not a Permitted Transferee, as that term is defined in the Issuer’s Restated Certificate of Incorporation.  Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Reporting Person, as trustee of the JL Revocable Trust, the Reporting Person would beneficially own 17,161,010 shares of Class A Common Stock, which would constitute 6.8% of the number of shares of Class A Common Stock outstanding (based on the number of shares of Class A Common Stock outstanding as of October 24, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024).

 

Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer’s stockholders, and each share of Class B Common Stock entitles the holder to ten votes on each such matter, including the election of directors of the Issuer. Assuming no conversion of any of the outstanding shares of Class B Common Stock, the 17,161,010 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 11.5% of the aggregate voting power of the Issuer (based on the number of shares of Class A Common Stock outstanding as of October 24, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024).

 

(b) Jane A. Lauder, as sole trustee of the Reporting Person, has sole voting and dispositive power with respect to the 17,161,010 shares of Class B Common Stock owned by the Reporting Person.

 

(d) Jane A. Lauder, as trustee of the Reporting Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 17,161,010 shares of Class B Common Stock owned by the Reporting Person. Jane A. Lauder, as the beneficiary of the Reporting Person, has the right to receive such amounts of income and principal from the Reporting Person as she shall request or as the trustee of the Reporting Person shall deem advisable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Jane Lauder is a party, individually and as trustee of the 2008 Descendants Trust and the JL Revocable Trust, to a stockholders’ agreement (the “Stockholder’ Agreement”), dated November 22, 1995, as amended, among the parties listed on Exhibit 8 attached hereto. Effective as of December 4, 2024, the Reporting Person, as grantor of the JL Revocable Trust, removed the current co-trustee of the JL Revocable Trust and the Reporting Person remains as the sole current trustee of the JL Revocable Trust and as trustee of each successor trust thereto.

 

Item 7.

Material to Be Filed as Exhibits.

 

* Incorporated by reference

** Filed herewith

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

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Leonard A. Lauder, (a) individually and (b) as Trustee of The Leonard A. Lauder 2013 Revocable Trust

Ronald S. Lauder, (a) individually and (b) as Trustee of The Descendants of Ronald S. Lauder 1966 Trust

William P. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder and (c) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder

Gary M. Lauder, (a) individually, (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder, (c) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder, (d) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Danielle Lauder, and (e) as custodian under the New York Uniform Transfers to Minors Act for the benefit of Rachel Lauder

LAL Family Partners L.P.

Carol S. Boulanger, (a) as Trustee of the 1992 GRAT Remainder Trust f/b/o William Lauder and (b) as Trustee of the 1992 GRAT Remainder Trust f/b/o Gary Lauder

The Estée Lauder Companies Inc.

The Ronald S. Lauder Foundation

Aerin Lauder Zinterhofer, (a) individually, (b) as Trustee of the Trust Under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement, and (c) as Trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor

Jane Lauder, (a) individually, (b) as Trustee of the Trust Under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement, and (c) as Trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d November 6, 2003, Jane A. Lauder, as Grantor

Joel S. Ehrenkranz, as Trustee of The Leonard A. Lauder 2013 Revocable Trust

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