UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13G
Under the Securities Exchange Act
of 1934
(Amendment No. 17)*
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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,
2022
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(Date of Event Which Requires
Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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).
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CUSIP No. 518439 10 4
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SCHEDULE
13G
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Page 2
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1
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NAMES OF REPORTING
PERSONS
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LAL Family Corporation
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☒
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(b)☐
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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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Delaware
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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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0 (see Item 4)
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6
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SHARED VOTING
POWER
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80,437,628 (see Item 4)
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7
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SOLE DISPOSITIVE
POWER
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0 (see Item 4)
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8
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SHARED DISPOSITIVE
POWER
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80,437,628 (see Item 4)
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 80,437,628 (see Item 4) |
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10
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CHECK 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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25.8% (see Item 4)
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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CO
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Item 1(a). |
Name of Issuer:
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The Estée Lauder Companies Inc.
(the “Issuer”)
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Item 1(b). |
Address of Issuer's Principal
Executive Offices
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767 Fifth Avenue
New York, NY 10153
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Item 2 (a) |
Name of Person Filing:
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LAL Family
Corporation (the “Reporting Person”)
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Item 2 (b) |
Address of Principal Business
Office or, if none, Residence:
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767 Fifth
Avenue
New York, NY
10153
Delaware corporation
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Item 2 (d) |
Title of Class of Securities:
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Class A Common
Stock, par value $0.01 per share (“Class A Common Stock”)
518439 10
4
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(a) |
As of December 31, 2022, the Reporting Person beneficially
owned 80,437,628 shares of Class A Common Stock as
follows: 0 shares of Class A Common Stock and
80,437,628 shares of Class B Common Stock, par value $.01 per
share, of the Issuer (“Class B Common Stock”), in each case, held
indirectly as the sole general partner of LAL Family Partners L.P.
(“LALFP”), which owns the shares directly.
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(b) |
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 80,437,628 shares of
Class A Common Stock as of December 31, 2022, which would
constitute approximately 25.8% of the number of shares of Class A
Common Stock outstanding (based on the number of shares of Class A
Common Stock outstanding as of January 26, 2023, as set forth in
the Issuer’s Form 10-Q filed on February 2, 2023).
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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 0
shares of Class A Common Stock and the 80,437,628 shares of Class B
Common Stock for which the Reporting Person has voting power as of
December 31, 2022, constitute approximately 54.1% of the aggregate
voting power of the Issuer (based on the number of shares of Class
A Common Stock and Class B Common Stock outstanding as of January
26, 2023, as set forth in the Issuer’s Form 10-Q filed on February
2, 2023).
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(c) |
The responses of the Reporting Person to Rows (5) through (8)
of the cover pages of this Schedule 13G, as of December 31, 2022,
are incorporated herein by reference. The Reporting Person
may be deemed to have shared power to vote or dispose, or direct
the vote or disposition, of the shares of Class A Common Stock and
Class B Common Stock directly owned by LALFP.
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LALFP is party to the
Stockholders’ Agreement described below, and the responses of the
Reporting Person on the cover pages of this Schedule 13G do not
include shares of Class A Common Stock or Class B Common Stock
beneficially owned by those other parties (other than LALFP). Each
party thereto separately reports beneficial ownership on a Schedule
13D or 13G, as the case may be.
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Item 5. |
Ownership of Five Percent or Less
of a Class
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Not Applicable
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Item 6. |
Ownership of More than Five Percent
on Behalf of Another Person
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The beneficiaries of the Evelyn H.
Lauder 2012 Marital Trust One (“EHL Trust One”) (i.e., William P.
Lauder, Gary M. Lauder and their descendants), the beneficiaries of
the Evelyn H. Lauder 2018 Marital Trust Three (“EHL Trust Three”)
(i.e., Leonard A. Lauder and his descendants), the stockholders of
the Reporting Person (i.e., EHL Trust One, EHL Trust Three, William
P. Lauder, and Gary M. Lauder), and the partners of LALFP
(including EHL Trust Three, William P. Lauder, and Gary M. Lauder)
do not have the right to, but may receive, dividends from, or the
proceeds from the sale of, the shares of Class A Common Stock and
Class B Common Stock owned by LALFP.
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Item 7. |
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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Not Applicable
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Item 8. |
Identification and Classification
of Members of the Group
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LALFP 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 83% of the voting
power of the Issuer as of December 31, 2022.
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Item 9. |
Notice of Dissolution of
Group
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Not Applicable
Not Applicable
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
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Date: February 10, 2023
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LAL Family Corporation
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By:
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/s/ Joel S. Ehrenkranz
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Name: Joel S. Ehrenkranz
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Title: Vice President
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EXHIBIT
INDEX
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Exhibit No.
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List of Parties to the Stockholders’ Agreement
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7