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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 14)*
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The
Estée Lauder Companies Inc.
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(Name
of Issuer)
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Class
A Common Stock, par value $0.01 per share
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(Title
of Class of Securities)
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| 518439 10 4 |
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(CUSIP
Number)
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December
31, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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CUSIP
No. 518439 10 4
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SCHEDULE
13G
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Page
2 of 8 pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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William
P. Lauder
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (SEE
INSTRUCTIONS)
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(a) ¨
(b) T
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
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4,421,611
(see Item 4)
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6
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SHARED
VOTING POWER
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3,258,454
(see Item 4)
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7
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SOLE
DISPOSITIVE POWER
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4,421,611
(see Item 4)
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8
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SHARED
DISPOSITIVE POWER
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3,258,454
(see Item 4)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,680,065
(see Item 4)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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6.2%
(see Item 4)
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(a)
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As of December 31, 2009, the
Reporting Person beneficially owned 7,680,065 shares of Class A Common
Stock as follows: (i) 58,811 shares of Class A Common
Stock and 3,262,800 shares of Class B Common Stock, par value $.01 per
share, of the Issuer (the “Class B Common Stock”), held directly by the
Reporting Person; (ii) 1,280,456 shares of Class A Common Stock and
634,152 shares of Class B Common Stock held indirectly as a
co-trustee of the 1992 GRAT Remainder Trust f/b/o the Reporting Person
(the “WPL GRAT Remainder Trust”); (iii) 1,343,846 shares of Class A Common
Stock held indirectly as a co-trustee of the 1992 GRAT Remainder Trust
f/b/o Gary Lauder (the “GML Remainder Trust”); and (iv) 1,100,000 shares
of Class A Common Stock subject to exercisable stock options held by the
Reporting Person.
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(b)
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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 7,990,239 shares of Class A
Common
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(c)
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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 the 4,421,611 shares of Class
A Common Stock as follows: (i) 58,811 shares of Class A Common Stock
and 3,262,800 shares of Class B Common Stock held directly by the
Reporting Person; and (ii) 1,100,000 shares of Class A Common Stock
subject to exercisable employee stock options held by the Reporting
Person. The Reporting Person shares voting and dispositive
power with Gary M. Lauder and Joel S. Ehrenkranz, in each case, as
co-trustees of the WPL Remainder Trust and the GML Remainder Trust, with
respect to the 1,280,456 shares of Class A Common Stock and
634,152 shares of Class B Common Stock owned by the WPL Remainder Trust
and the 1,343,846 shares of Class A Common Stock owned by the GML
Remainder Trust.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person
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By:
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/s/William
P. Lauder
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Name:
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William
P. Lauder
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Exhibit
No.
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A
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List
of Parties to the Stockholders’ Agreement
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