Sec Form 13G Filing - PARSONS RICHARD D filing for ESTEE LAUDER COMPANIES INC (EL) - 2020-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 518439 10 4

SCHEDULE 13G

1

Names of Reporting Persons:
Richard D. Parsons

2

Check the Appropriate Box if a Member of a Group * (See Instructions)

(a)

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(b)

x

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
25,965,001
(see Item 4)

6

Shared Voting Power
4,442
(see Item 4)

7

Sole Dispositive Power
25,965,001
(see Item 4)

8

Shared Dispositive Power
4,442
(see Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
25,969,443
(see Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row 9
10.5%
(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:
Richard D. Parsons (the “Reporting Person”)

Item 2(b)

Address of Principal Business Office or, if none, Residence:
31 W. 52nd St., Suite 2400
New York, NY  10019

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, 2019, the Reporting Person beneficially owned 25,969,443 shares of Class A Common Stock as follows: (i) 4,442 shares of Class A Common Stock held indirectly through The Parsons Family Foundation; (ii) 13,904 shares of Class A Common Stock issuable pursuant to options held by the Reporting Persons that are exercisable on, or within 60 days following, December 31, 2019; (iii) 8,383,916 shares of Class B Common Stock as the sole trustee of Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as Grantor (the “ALZ 2000 Trust”); (iv) 17,161,020 shares of Class B Common Stock held indirectly as the sole trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d November 6, 2003, Jane A. Lauder, as Grantor (the “JAL 2003 Trust”); and (v) 406,161 shares of Class B Common Stock held indirectly as trustee of The 4202 Trust, which owns all of the outstanding shares of The 4202 Corporation, which directly owns the shares of Class B Common Stock. The Reporting Person disclaims beneficial ownership of all such shares, except those issuable pursuant to options identified in clause (ii) above.

(b) The responses of the Reporting Person to Row (11) of the cover page 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 Certificate of Incorporation. As of December 31, 2019, assuming conversion of all such shares of Class B Common Stock beneficially owned by the Reporting Person, the Reporting Person would beneficially own 25,969,443 shares of Class A Common Stock, which would constitute 10.5% 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. As of December 31, 2019, assuming no conversion of any of the outstanding shares of Class B Common Stock, the 18,346 shares of Class A Common Stock and the 25,951,097 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 16.3% of the aggregate voting power of the Issuer.

(c) The responses of the Reporting Person to Rows (5) through (8) of the cover page of this Schedule 13G are incorporated herein by reference. As of December 31, 2019, the Reporting Person has sole voting and dispositive power with respect to the 25,965,001 shares of Class A Common Stock as follows: (i) the 13,904 shares of Class A Common Stock issuable pursuant to options held by the Reporting Person that are exercisable on, or within 60 days following, December 31, 2019; (ii) the 8,383,916 shares of Class B Common Stock held indirectly as the sole trustee of the ALZ 2000 Trust; (iii) the 17,161,020 shares of Class B Common Stock held indirectly as the sole trustee of the JAL 2003 Trust; and (iv) the 406,161 shares of Class B Common Stock held indirectly as trustee of The 4202 Trust. As of December 31, 2019, the Reporting Person shares voting and dispositive power with respect to 4,442 shares of Class A Common Stock owned by The Parsons Family Foundation.

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

As of December 31, 2019 Aerin Lauder, as beneficiary of the ALZ 2000 Trust, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 8,383,916 shares of Class B Common Stock owned by the ALZ 2000 Trust. As of December 31, 2019, Jane Lauder, as beneficiary of the JAL 2003 Trust, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the 17,161,020 shares of Class B Common Stock owned by the JAL 2003 Trust. As of December 31, 2019 , the settlor of The 4202 Trust does not have the right to, but may receive (at the discretion of the Reporting Person, as the “Shares Trustee” of The 4202 Trust), dividends from, or the proceeds from the sale of, the 406,161 shares of Class B Common Stock owned by The 4202 Trust.

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.

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certifications

Not applicable

Date: February 11, 2020

/s/ Richard D. Parsons

Name:

Richard D. Parsons

Exhibit No.

Description

A

List of Parties to the Stockholders’ Agreement