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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (Right to Buy) | $ 23.925 | 08/28/2006 | M | 100,000 | 08/01/1998(1) | 08/01/2007 | Class B Common Stock | 100,000 | (2) | 0 (3) | D | ||||
| Class B Common Stock | $ 0 (4) | 08/28/2006 | M | 100,000 | (5) | (5) | Class A Common Stock | 100,000 | $ 23.925 | 2,850,000 (6) | D | ||||
| Class B Common Stock | $ 0 (4) | 08/28/2006 | S(8) | 2,913,845 | (5) | (5) | Class A Common Stock | 2,913,845 | (8) | 6,312,839 (7) | I (9) | By CME Holdco L.P. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LAUDER RONALD S 767 FIFTH AVENUE SUITE 4200 NEW YORK, NY 10153 |
X | X | ||
| Jacob Z. Schuster, as Attorney-in-Fact for Ronald S. Lauder | 08/30/2006 | |
| **Signature of Reporting Person | Date |
| * | 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 options that were exercised were part of a grant that became exercisable in two equal tranches on August 1, 1998 and August 1, 1999. |
| (2) | Exercise of stock options. |
| (3) | The Reporting Person also has options to buy 70,000 shares of Class B Common Stock at various exercise prices, of which options to purchase 41,900 shares of Class B Common Stock are currently exercisable. |
| (4) | There is no exercise or conversion price for Class B Common Stock. It is convertible into shares of Class A Common Stock on a one-for-one basis. |
| (5) | Shares of Class B Common Stock may be immediately converted by the holder into shares of Class A Common Stock on a one-for-one basis and will automatically convert into shares of Class A Common Stock on a one-for-one basis when the number of issued and outstanding shares of Class B Common Stock is less than 10% of the issued and outstanding shares of Common Stock of the Issuer. |
| (6) | By agreement dated 8/28/06, the Reporting Person shall acquire an aggregate 2,750,000 shares of Class B Common Stock in distributions from entities directly or indirectly wholly-owned by the Reporting Person as follows (the "Distributions"): 1,672,500 shares from RSL Capital LLC; 577,788 shares from TV Holdings Ltd.; and 499,712 shares from RSL Investments Corporation ("RSLIC"). After giving effect to the Distributions and the exercise of stock options, the Reporting Person beneficially owns 2,850,000 Class B Shares directly and 2,885,705 Class B Shares indirectly, as the sole shareholder of RSLIC and 210,461 shares indirectly through RAJ Family Corporation. There are no material contingencies to the closing of the agreement. |
| (7) | Pursuant to the agreement, (a) RSL Investment LLC (owned by RSLIC) shall contribute 63,729 Class B shares (which shall be contributed to the LLC by RSLIC) to CME Holdco L.P. ("CME") for a 1.0% general partnership interest in CME ("GPI"); (b) RIC (Caymans) Lt. (owned by RSLIC) shall contribute 2,821,976 Class B shares (which shall be contributed to RIC by RSLIC) for a 44.28% limited partnership interest in CME ("LPI"); (c) Ronald S. Lauder (owner of RSLIC) shall contribute 2,850,000 Class B shares for a 44.72% LPI; (d) RAJ Family Partners, L.P. (in which Ronald S. Lauder has an aggregate direct and indirect 60.67151% interest) shall contribute 210,461 Class B shares for a 3.3% LPI; (e) Leonard A. Lauder shall contribute 145,239 Class B shares for a 2.28% LPI and (f) LWG Family Partners, L.P. shall contribute 221,434 Class B shares and 60,000 Class A shares for a 4.42% LPI. |
| (8) | Pursuant to the agreement, Ronald S. Lauder shall sell his LPI (representing 2,850,000 Class B shares) and each of RAJ Family Partners, L.P., Leonard A. Lauder and LWG Family Partners, L.P. shall sell one-half of their LPIs to a third party. (As noted in footnote 6, Ronald S. Lauder has an aggregate direct and indirect 60.67151% interest in RAJ Family Partner, L.P. and shall therefore be deemed to have disposed of 63,845 Class B shares). |
| (9) | These shares are beneficially owned by the Reporting Person indirectly, as the sole shareholder of RSLIC, the sole general partner of CME. The Reporting Person disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such shares. |