4//SEC Filing
LAUDER RONALD S 4
Accession 0001104659-20-032083
CIK 0001001250other
Filed
Mar 10, 8:00 PM ET
Accepted
Mar 11, 9:00 PM ET
Size
16.9 KB
Accession
0001104659-20-032083
Insider Transaction Report
Form 4
LAUDER RONALD S
Chairman, Clinique Labs, LLC10% Owner
Transactions
- OtherSwap
Class A Common Stock
2020-03-11−1,828,685→ 0 total - Conversion
Class A Common Stock
2020-03-11+1,828,685→ 1,828,685 total - OtherSwap
Forward sale contract (obligation to sell)
2020-03-11−1,828,685→ 0 totalFrom: 2020-03-11Exp: 2020-03-11→ Class A Common Stock (1,828,685 underlying) - Conversion
Class B Common Stock
2020-03-11−1,828,685→ 7,574,846 total→ Class A Common Stock (7,574,846 underlying)
Holdings
- 6,364(indirect: By Trust)
Class A Common Stock
- 6,364(indirect: By Trust)
Class B Common Stock
→ Class A Common Stock (6,364 underlying)
Footnotes (7)
- [F1]The Reporting Person converted shares of Class B Common Stock to Class A Common Stock in settlement of an amended prepaid variable forward sale contract (the "Amended Contract").
- [F2]There is no exercise or conversion price for Class B Common Stock. Shares of Class B Common Stock (i) may be converted immediately on a one-for-one basis by the holder into shares of Class A Common Stock and (ii) 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" (as defined in the Issuer's Restated Certificate of Incorporation) 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.
- [F3]The Reporting Person disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities.
- [F4]On March 11, 2019, the Reporting Person entered into the Amended Contract with an unaffiliated third-party buyer with a maturity date of March 11, 2020. The contract obligated the Reporting Person to deliver to the buyer up to 2,000,000 shares of Class A Common Stock (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of Class A Common Stock at the time) following the maturity date of the contract subject to acceleration.
- [F5]In exchange for assuming this obligation under the original prepaid variable forward sale contract in June 2011, the Reporting Person received a cash payment at that time. No payments were made by either party in connection with the Amended Contract. The Reporting Person has pledged 2,000,000 shares of Class B Common Stock (the "Pledged Shares") to secure his obligations under the Amended Contract, but retained voting and certain dividend rights in the Pledged Shares during the term of the pledge but the Reporting Person is required to make a cash payment upon the occurrence of certain dividends that may be declared prior to the maturity date.
- [F6]Under the Amended Contract, the number of shares of Class A Common Stock delivered to the buyer at settlement on March 11, 2020 was based on the following formula, which referenced a settlement price determined by the arithmetic mean of the closing prices of Class A Common Stock on each of the five trading days up to, and including, the maturity date (the "Settlement Price"): (A) if the Settlement Price were less than $159.50, the Reporting Person would deliver 2,000,000 shares; (B) if the Settlement Price were less than $175.25, but equal to or greater than $159.50, the Reporting Person would deliver a number of shares equal to 2,000,000 multiplied by a ratio of (i) $159.50 divided by (ii) the Settlement Price;
- [F7]and (C) if the Settlement Price were equal to or greater than $175.25, the Reporting Person would deliver a number of shares equal to 2,000,000 multiplied by a ratio equal to one minus (i) the difference between $175.25 and $159.50 divided by (ii) Settlement Price, subject in each case to adjustment upon the occurrence of certain corporate events applicable to the Class A Common Stock. The Settlement Price was determined to be $183.8720 so pursuant to the formula, the Reporting Person delivered 1,828,685 shares of Class A Common Stock to buyer in settlement of the Amended Contract.
Documents
Issuer
ESTEE LAUDER COMPANIES INC
CIK 0001001250
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0000942617
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 8:00 PM ET
- Accepted
- Mar 11, 9:00 PM ET
- Size
- 16.9 KB