XNYS:EL Estee Lauder Cos Inc Class A Insider Activity 4 Filing - 4/26/2012

Effective Date 4/26/2012

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MOSS SARA E
  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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. VP, Gen. Counsel & Secty
(Last)
(First)
(Middle)
THE ESTEE LAUDER COMPANIES INC., 767 FIFTH AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2012
(Street)

NEW YORK, NY 10153
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 04/26/2012   M(1)   50,000 A $21.29(2) 97,032(3) D  
Class A Common Stock 04/26/2012   S(1)   50,000 D $65.09(4)(5) 47,032 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Option (Right to Buy) $21.29(2) 04/26/2012   M(1)     50,000 01/01/2009(2) 09/21/2017 Class A Common Stock 50,000 (6) 0 (2) D  
Option (Right to Buy) $26.42(7)             01/01/2010(7) 09/11/2018 Class A Common Stock 50,000(7)   50,000(7) D  
Option (Right to Buy) $17(8)             01/01/2011(8) 09/02/2019 Class A Common Stock 70,000(8)   70,000(8) D  
Option (Right to Buy) $29.04(9)             01/01/2012(9) 09/02/2020 Class A Common Stock 81,250(9)   81,250(9) D  
Option (Right to Buy) $49.09(10)             01/01/2013(10) 09/01/2021 Class A Common Stock 49,910(10)   49,910(10) D  
Restricted Stock Units (Share Payout) (11)               (12)   (12) Class A Common Stock 23,862(12)   23,862(12) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MOSS SARA E
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE
NEW YORK, NY 10153
      Exec. VP, Gen. Counsel & Secty  

Signatures

 Sara E. Moss, by Spencer G. Smul, attorney-in-fact   04/26/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The exercise of the options and sales of the shares of Class A Common Stock were made pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into on November 21, 2011.
(2) Stock options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 16,666 shares exercisable from and after January 1, 2009; 16,666 shares exercisable from and after January 1, 2010; and 16,668 shares exercisable from and after January 1, 2011. This option was previously reported as covering 8,333 shares exercisable from and after January 1, 2009; 8,333 shares exercisable from and after January 1, 2010; and 8,334 shares exercisable from and after January 1, 2011 at an exercise price of $42.58, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
(3) On January 20, 2012, the Class A Common Stock of the Issuer split 2-for-1, resulting in the Reporting Person's ownership of 23,516 additional shares of Class A Common Stock.
(4) The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price. The Reporting Person undertakes to provide to the staff of the SEC, the Issuer, or a stockholder of th Issuer, upon request, the number of shares sold by the Reporting Person at each separate price within the range.
(5) Sales prices range from $65.00 to $65.29 per share, inclusive.
(6) Not applicable.
(7) Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 16,666 shares exercisable from and after January 1, 2010; 16,666 shares exercisable from and after January 1, 2011; and 16,668 shares exercisable from and after January 1, 2012. This option was previously reported as covering 8,333 shares exercisable from and after January 1, 2010; 8,333 shares exercisable from and after January 1, 2011; and 8,334 shares exercisable from and after January 1, 2012 at an exercise price of $52.83, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
(8) Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 23,332 shares exercisable from and after January 1, 2011; 23,334 shares exercisable from and after January 1, 2012; and 23,334 shares exercisable from and after January 1, 2013. This option was previously reported as covering 11,666 shares exercisable from and after January 1, 2011; 11,667 shares exercisable from and after January 1, 2012; and 11,667 shares exercisable from and after January 1, 2013 at an exercise price of $34.00, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
(9) Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 27,082 shares exercisable from and after January 1, 2012; 27,084 shares exercisable from and after January 1, 2013; and 27,084 shares exercisable from and after January 1, 2014. This option was previously reported as covering 13,541 shares exercisable from and after January 1, 2012; 13,542 shares exercisable from and after January 1, 2013; and 13,542 shares exercisable from and after January 1, 2014 at an exercise price of $58.08, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
(10) Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 16,636 shares exercisable from and after January 1, 2013; 16,636 shares exercisable from and after January 1, 2014; and 16,638 shares exercisable from and after January 1, 2015. This option was previously reported as covering 8,318 shares exercisable from and after January 1, 2013; 8,318 shares exercisable from and after January 1, 2014; and 8,319 shares exercisable from and after January 1, 2015 at an exercise price of $98.17, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
(11) Not applicable. Restricted Stock Units vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date.
(12) These Restricted Stock Units are from the grants dated September 2, 2009, September 1, 2010, and September 1, 2011, which will vest and pay out as follows: 12,222 on October 31, 2012, 8,168 on October 31, 2013, and 3,472 on October 31, 2014. These Restricted Stock Units were previously reported as paying out as follows: 6,111 on October 31, 2012, 4,084 on October 31, 2013, and 1,736 on October 31, 2014, but have been adjusted in this report to reflect the stock split that occurred on January 20, 2012.

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