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Form 4 ESTEE LAUDER COMPANIES For: Feb 27 Filed by: Lauder William P

March 3, 2015 5:11 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
1992 GRAT REMAINDER TRUST FBO WILLIAM LAUDER

(Last) (First) (Middle)
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE

(Street)
NY NY 10153

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ESTEE LAUDER COMPANIES INC [ EL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Trust with Insider Trustee
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/27/2015   J (1)   526,953 D (1) 0 D (2)  
Class A Common Stock 02/27/2015   J (1)   526,953 A (1) 795,615 D (3)  
Class A Common Stock               24,360 I (4) WPL as trustee
Class A Common Stock               10,468 I (6) by children of WPL
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (5) 02/27/2015   J (1)     526,953   (5)   (5) Class A Common Stock 526,953 (1) 741,351 D (3)  
Class B Common Stock (5) 02/27/2015   J (1)   526,953     (5)   (5) Class A Common Stock 526,953 (1) 7,352,553 D (2)  
Class B Common Stock (5)               (5)   (5) Class A Common Stock 45,750   45,750 I (6) by children of WPL
Explanation of Responses:
1. The 1992 GRAT Remainder Trust f/b/o William P. Lauder (the "WPL GRAT Rem. Trust") received 526,953 shares of Class A Common Stock from William P. Lauder ("WPL") in exchange for transferring 526,953 shares of Class B Common Stock to WPL.
2. Owned by WPL directly.
3. Owned by WPL GRAT Rem. Trust directly. Owned by each of WPL and Gary M. Lauder ("GML"), indirectly, as trustees of the WPL GRAT Rem. Trust. Each of WPL and GML disclaims beneficial ownership except to the extent of their respective pecuniary interest in such securities.
4. Owned by The 1992 GRAT Remainder Trust f/b/o Gary M. Lauder (the "GML GRAT Rem. Trust") . Owned by each of WPL and GML, indirectly, as trustees of the GML GRAT Rem. Trust. Each of WPL and GML disclaims beneficial ownership except to the extent of their respective pecuniary interest in such securities.
5. There is no exercise or conversion price for the Class B Common Stock. Shares of Class B Common Stock may be converted immediately 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" (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.
6. Owned by WPL indirectly, in custody for his children. WPL disclaims beneficial ownership except to the extent of his pecuniary interest in such securities.
Remarks:
Exhibit 99.1: Joint Filer Information, incorporated herein by reference.
1992 GRAT Remainder Trust F/B/O William Lauder, by Maureen Sladek, Attorney-in-fact 03/03/2015
** Signature of Reporting Person Date
William P. Lauder, by Maureen Sladek, Attorney-in-fact 03/03/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.


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