SEC Form SC 13G/A filed by Estee Lauder Companies Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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*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 the disclosures provided in a prior cover page.

The information required in 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
	LAL Family Partners L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			80,437,628 (see Item 4)
		6	SHARED VOTING POWER
			0 (see Item 4)
		7	SOLE DISPOSITIVE POWER
			80,437,628 (see Item 4)
		8	SHARED DISPOSITIVE POWER
			0 (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	80,437,628 (see Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	25.8% (see Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

The Estée Lauder Companies Inc. (the “Issuer”)

767 Fifth Avenue

New York, NY 10153

LAL Family Partners L.P. (the “Reporting Person”)

767 Fifth Avenue

New York, NY 10153

California limited partnership

Class A Common Stock, par value $0.01 per share (“Class A Common Stock”)

518439 10 4

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 0 shares of Class A Common Stock and the 80,437,628 shares of Class B Common Stock for which the Reporting Person has voting power as of December 31, 2022, constitute approximately 54.1% of the aggregate voting power of the Issuer (based on the number of shares of Class A Common Stock and Class B Common Stock outstanding as of January 26, 2023, as set forth in the Issuer’s Form 10-Q filed on February 2, 2023).

The Reporting Person is party to the Stockholders’ Agreement described below, and the responses of the Reporting Person on the cover pages of this Schedule 13G do not include shares of Class A Common Stock or Class B Common Stock beneficially owned by those other parties. Each party thereto separately reports beneficial ownership on a Schedule 13D or 13G, as the case may be.

Not Applicable

The beneficiaries of the Evelyn H. Lauder 2012 Marital Trust One (“EHL Trust One”) (i.e., William P. Lauder, Gary M. Lauder and their descendants), the beneficiaries of the Evelyn H. Lauder 2018 Marital Trust Three (“EHL Trust Three”) (i.e., Leonard A. Lauder and his descendants), the stockholders of LALFC (i.e., EHL Trust One, EHL Trust Three, William P. Lauder, and Gary M. Lauder), and the partners of the Reporting Person (including EHL Trust Three, William P. Lauder, and Gary M. Lauder) do not have the right to, but may receive, dividends from, or the proceeds from the sale of, the shares of Class A Common Stock and Class B Common Stock owned by the Reporting Person.

Not Applicable

The Reporting Person is a party to a Stockholders’ Agreement (the “Stockholders’ Agreement”), dated November 22, 1995, as amended, among the parties listed on Exhibit A attached hereto.  The stockholders who are parties to the Stockholders’ Agreement have agreed to vote in favor of the election of Leonard A. Lauder (or one of his sons) and Ronald S. Lauder (or one of his daughters) and one designee of each as directors of the Issuer.  The Stockholders’ Agreement also contains certain limitations on the transfer of shares of Class A Common Stock.  Each stockholder who is a party to the Stockholders’ Agreement has agreed to grant to the other parties a right of first offer to purchase shares of Class A Common Stock of the stockholder in the event the stockholder intends to sell to a person (or group of persons) who is not a Lauder Family Member, as defined therein, except in certain circumstances, such as sales in a widely distributed underwritten public offering or sales made in compliance with Rule 144.  To the Reporting Person’s knowledge, the aggregate number of shares subject to the Stockholders’ Agreement represents approximately 83% of the voting power of the Issuer as of December 31, 2022.

Not Applicable

Not Applicable

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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