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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 05/21/2010 | J(3) | 1,402,090 | (4) | (4) | Class A Common Stock | 1,402,090 | (5) | 1,775,339 | D (6) | ||||
Class B Common Stock | (1) | 05/21/2010 | J(2) | 1,405,875 | (4) | (4) | Class A Common Stock | 1,405,875 | (5) | 3,181,259 | D (6) | ||||
Class B Common Stock | (1) | 05/21/2010 | J(2) | 1,402,090 | (4) | (4) | Class A Common Stock | 1,440,912 | (5) | 1,440,912 | D (7) | ||||
Class B Common Stock | (1) | 05/21/2010 | J(3) | 1,405,875 | (4) | (4) | Class A Common Stock | 2,360,716 | (5) | 2,360,716 | D (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZINTERHOFER AERIN LAUDER TRUST U/A/D 4/24/00 C/O RICHARD D. PARSONS 9 WEST 57TH STREET, SUITE 4700 NEW YORK, NY 10019 |
X | |||
TRUST F/B/O LAUDER AERIN & JANE U/A/D 12/15/76 BY ESTEE &JHL C/O RICHARD D. PARSONS 9 WEST 57TH STREET, SUITE 4700 NEW YORK, NY 10019 |
X | |||
TRUST F/B/O LAUDER AERIN & JANE U/A/D 12/15/76 BY R S LAUDER C/O RICHARD D. PARSONS 9 WEST 57TH STREET, SUITE 4700 NEW YORK, NY 10019 |
X |
Richard D. Parsons, Trustee, Aerin Lauer Zinterhofer 2000 Revocable Trust, by Spencer G. Smul, attorney-in-fact | 05/25/2010 | |
**Signature of Reporting Person | Date | |
Richard D. Parsons, Trustee, Accumulation Trust, by Spencer G. Smul, attorney-in-fact | 05/25/2010 | |
**Signature of Reporting Person | Date | |
Richard D. Parsons, Trustee, Distribution Trust, by Spencer G. Smul, attorney-in-fact | 05/25/2010 | |
**Signature of Reporting Person | Date |
* | 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) | There is no conversion or exercise price for the Class B Common Stock. It is convertible into shares of Class A Common Stock on a one-for-one basis. |
(2) | On May 21, 2010, 1,405,875 shares of Class B Common Stock were transferred to the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor (the "ALZ 2000 Trust") from the trust f/b/o Aerin Lauder Zinterhofer, u/a/d December 15, 1976, created by Estee Lauder and Joseph H. Lauder, as grantors (the "ALZ Accumulation Trust"). |
(3) | On May 21, 2010, 1,402,090 shares of Class B Common Stock were transfered to the ALZ 2000 Trust from the trust f/b/o Aerin Lauder Zinterhofer, u/a/d December 15, 1976, created by Ronald S. Lauder, as grantor (the "ALZ Distribution Trust"). |
(4) | Shares of Class B Common Stock may be converted immediately into Class A Common Stock on a one-for-one basis by the holder and 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" 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. |
(5) | Not applicable. |
(6) | Owned directly by the ALZ 2000 Trust. |
(7) | After the transfer described in note (3), 1,440,912 shares of Class B Common Stock are owned by the Trust f/b/o Aerin Lauder and Jane Lauder, u/a/d December 15, 1976, by Ronald S. Lauder, as Grantor (a reporting person and the "Distribution Trust"). Within such trust, there are separate share trusts f/b/o Aerin Lauder (i.e. the ALZ Distribution Trust) and f/b/o Jane Lauder. The ALZ Distribution Trust owns no shares after the transfer. |
(8) | After the transfer described in note (2), 2,360,716 shares of Class B Common Stock are owned by the Trust f/b/o Aerin Lauder and Jane Lauder, u/a/d December 15, 1976, by Estee and Joseph H. Lauder, as Grantors (a reporting person and the "Accumulation Trust"). Within such trust, there are separate share trusts f/b/o Aerin Lauder (i.e. the ALZ Accumulation Trust) and f/b/o Jane Lauder. The ALZ Distribution Trust owns no shares after the transfer. |