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. 21)*
The Estée Lauder Companies Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
518439 10 4
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*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).
| CUSIP No. 518439 10 4 | SCHEDULE 13G | ||||||
| 1 | Names of Reporting Persons Gary M. Lauder | ||||||
| 2 | Check the Appropriate Box if a Member of a Group * (See Instructions) | ||||||
| (a) | x | ||||||
| (b) | ¨ | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizenship or Place of Organization United States of America | ||||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 56,208 (see Item 4) | |||||
| 6 | Shared Voting Power 0 (see Item 4) | ||||||
| 7 | Sole Dispositive Power 56,208 (see Item 4) | ||||||
| 8 | Shared Dispositive Power 0 (see Item 4) | ||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 56,208 (see Item 4) | ||||||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||||
| 11 | Percent of Class Represented by Amount in Row 9 0.02% (see Item 4) | ||||||
| 12 | Type of Reporting Person (See Instructions) IN | ||||||
| Item 1(a). | Name of Issuer: The Estée Lauder Companies Inc. (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices 767 Fifth Avenue New York, NY 10153 |
| Item 2(a). | Name of Person Filing: Gary M. Lauder (the “Reporting Person”) |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: 767 Fifth Avenue New York, NY 10153 |
| Item 2(c). | Citizenship: United States of America |
| Item 2(d). | Title of Class of Securities: Class A Common Stock, par value $0.01 per share |
| Item 2(e). | CUSIP Number: 518439 10 4 |
| Item 3. | Not Applicable |
| Item 4. | Ownership |
|
(a) As of December 31, 2023, the Reporting Person beneficially owned 56,208 shares of Class A Common Stock as follows: (i) 5,234 shares of Class A Common Stock and 22,870 shares of Class B Common Stock, par value $.01 per share, of the Issuer (the “Class B Common Stock”), as custodian under the New York Uniform Transfers to Minors Act for the benefit of Danielle Lauder and (ii) 5,234 shares of Class A Common Stock and 22,870 shares of Class B Common Stock as custodian under the New York Uniform Transfers to Minors Act for the benefit of Rachel Lauder.
(b) The responses of the Reporting Person to Row (11) of the cover pages of this Schedule 13G are incorporated herein by reference. 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, the Reporting Person would beneficially own 56,208 shares of Class A Common Stock, which would constitute 0.02% of the number of shares of Class A Common Stock outstanding.
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 10,468 shares of Class A Common Stock and the 45,740 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 0.03% of the aggregate voting power of the Issuer.
(c) The responses of the Reporting Person to Rows (5) through (8) of the cover pages of this Schedule 13G are incorporated herein by reference. The Reporting Person has sole voting and dispositive power with respect to (i) the 5,234 shares of Class A Common Stock and the 22,870 shares of Class B Common Stock held by the Reporting Person as custodian for Danielle Lauder; and (ii) the 5,234 shares of Class A Common Stock and the 22,870 shares of Class B Common Stock held by the Reporting Person as custodian for Rachel Lauder. | |
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not Applicable | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Danielle Lauder, as the beneficiary of the 5,234 shares of Class A Common Stock and the 22,870 shares of Class B Common Stock held by the Reporting Person as custodian for her benefit under the New York Uniform Transfers to Minors Act, has the right to receive dividends from, or the proceeds from the sale of, such shares of Class A Common Stock and Class B Common Stock. Rachel Lauder, as the beneficiary of the 5,234 shares of Class A Common Stock and the 22,870 shares of Class B Common Stock held by the Reporting Person as custodian for her benefit under the New York Uniform Transfers to Minors Act, has the right to receive dividends from, or the proceeds from the sale of, such shares of Class A Common Stock and Class B Common Stock. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
|
Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| 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 84% of the voting power of the Issuer. | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certifications |
| Not Applicable |
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
|
Date: February 8, 2024 |
||
| By: | /s/Gary M. Lauder | |
| Name: | Gary M. Lauder | |
EXHIBIT INDEX
| Exhibit No. | ||
| A | List of Parties to the Stockholders’ Agreement |
EXHIBIT A
List of Parties to the Stockholders’ Agreement (as of December 31, 2023)
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
Richard D. Parsons, (a) as Trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor and (b) as Trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d November 6, 2003, Jane A. Lauder, as Grantor
The Estée Lauder Companies Inc.
The Ronald S. Lauder Foundation
Aerin Lauder Zinterhofer, (a) individually and (b) as Trustee of the Trust Under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement
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