Coty (COTY) SC 13D/ACOTY / Cottage Holdco B.V. ownership change

The information required on 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).

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

(1) This represents the aggregate voting and dispositive power of shares of Class A Common Stock, par value $0.01 per share (the “Class A Shares”), of Coty Inc. (the “Company”) that may be deemed to be beneficially owned by JAB Beauty B.V. (formerly known as Cottage Holdco B.V.) (“JAB Beauty”).

(2) The percentage ownership is based upon 852,595,821 Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Quarterly Report on Form 10-Q filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on February 8, 2023 (the “Latest Periodic Report”). As of the date hereof, after giving effect to conversion of the outstanding shares of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Shares”) (convertible in the aggregate into 23,813,005 Class A Shares as of September 9, 2022 as set forth in the Definitive Proxy Statement on Schedule 14A filed with the Commission on September 22, 2022), the Reporting Persons may be deemed to beneficially own approximately 51.8% of the Company’s outstanding Class A Shares.

(1) Amount consists of 453,853,684 Class A Shares held by JAB Beauty. JAB Holdings B.V. (“JAB Holdings”) may be deemed to have beneficial ownership of such Class A Shares since JAB Beauty is an indirect subsidiary of JAB Holdings.

(2) The percentage ownership is based upon 852,595,821 Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Latest Periodic Report. As of the date hereof, after giving effect to conversion of the outstanding Series B Shares (convertible in the aggregate into 23,813,005 Class A Shares as of September 9, 2022 as set forth in the Proxy), the Reporting Persons may be deemed to beneficially own approximately 51.8% of the Company’s outstanding Class A Shares.

(1) Amount consists of 453,853,684 Class A Shares held by JAB Beauty. Agnaten SE (“Agnaten”) may be deemed to have beneficial ownership of such Class A Shares since JAB Beauty is an indirect subsidiary of Agnaten.

(2) The percentage ownership is based upon 852,595,821 Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Latest Periodic Report. As of the date hereof, after giving effect to conversion of the outstanding Series B Shares (convertible in the aggregate into 23,813,005 Class A Shares as of September 9, 2022 as set forth in the Proxy), the Reporting Persons may be deemed to beneficially own approximately 51.8% of the Company’s outstanding Class A Shares.

(1) Amount consists of 453,853,684 Class A Shares held by JAB Beauty. Lucresca SE (“Lucresca”) may be deemed to have beneficial ownership of such Class A Shares since JAB Beauty is an indirect subsidiary of Lucresca.

(2) The percentage ownership is based upon 852,595,821 Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Latest Periodic Report. As of the date hereof, after giving effect to conversion of the outstanding Series B Shares (convertible in the aggregate into 23,813,005 Class A Shares as of September 9, 2022 as set forth in the Proxy), the Reporting Persons may be deemed to beneficially own approximately 51.8% of the Company’s outstanding Class A Shares.

Explanatory Note

This statement on Schedule 13D/A constitutes Amendment No. 4 (this “Amendment No. 4”) to and amends and supplements the prior statement on Schedule 13D as filed on May 1, 2019, as amended by Amendment No. 1 filed on March 19, 2020, Amendment No. 2 filed on November 16, 2020 and Amendment No. 3 filed on October 29, 2021 (as so amended, the “Schedule 13D”), by (i) JAB Beauty B.V. (formerly known as Cottage Holdco B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“JAB Beauty”), (ii) JAB Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“JAB Holdings”), (iii) Agnaten SE, a private company incorporated under the laws of Luxembourg (“Agnaten”) and (iv) Lucresca SE, a private company incorporated under the laws of Luxembourg (“Lucresca” and together with JAB Beauty, JAB Holdings and Agnaten, the “Reporting Persons”). Except as set forth herein, all items remain as previously reported in the Schedule 13D.

Item 4 is hereby amended and supplemented as follows:

Long Swap Arrangement

On February 9, 2023, JAB Holdings entered into long cash-settled total return equity swaps (each, a “Long Swap”) with Banco Santander, S.A., BNP Paribas, Crédit Agricole Corporate and Investment Bank and Société Générale (the “Banks”). The Long Swaps provide for the establishment of long exposure with respect to a notional amount of shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”) (the shares of Common Stock, each a “Class A Share” and, collectively, the “Class A Shares”), of Coty Inc. (the “Company”) up to 40,000,000 Class A Shares in the aggregate, over a term of approximately three years. The timing and amount of the establishment of the specific Long Swap positions will be determined based on the initial hedges put in place by the Banks in accordance with certain parameters of the Long Swaps.

Under the terms of the Long Swaps (i) the Banks will be obligated to pay in cash to JAB Holdings any positive price performance in the Common Stock from the reference price of Common Stock upon the establishment of the applicable Long Swap position (the “Applicable Reference Price”) with respect to the applicable notional amount of Class A Shares and (ii) JAB Holdings will be obligated to pay in cash to the Banks any negative price performance in the Common Stock from the Applicable Reference Price with respect to the applicable notional amount of Class A Shares. Any cash dividends received by the Banks on the notional number of Class A Shares subject to a Long Swap position during the term thereof will be paid to JAB Holdings.

Under the terms of the Long Swaps, all balances are to be exclusively settled in cash. The Long Swaps have terms of approximately three years, although JAB Holdings has the right to terminate and close out the Long Swaps during certain specified earlier periods if it so chooses. The Long Swaps do not give JAB Holdings direct or indirect voting, investment or dispositive control over any securities of the Company or require the Banks to acquire, hold, vote or dispose of any securities of the Company. Accordingly, JAB Holdings disclaims any beneficial ownership in securities that may be referenced in the Long Swaps.

Item 5 is hereby amended and supplemented as follows:

(a) – (b) The Reporting Persons may be deemed to beneficially own 453,853,684 Class A Shares, representing approximately 53.2% of the Company’s outstanding Class A Shares (based upon 852,595,821 Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Quarterly Report on Form 10-Q filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on February 8, 2023 (the “Latest Periodic Report”). As of the date hereof, after giving effect to conversion of the outstanding shares of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Shares”) (convertible in the aggregate into 23,813,005 Class A Shares as of September 9, 2022 as set forth in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Commission on September 22, 2022), the Reporting Persons may be deemed to beneficially own approximately 51.8% of the Company’s outstanding Class A Shares.

JAB Beauty has voting power and dispositive power with regard to 453,853,684 Class A Shares. JAB Holdings, Agnaten and Lucresca, by virtue of their relationships to JAB Beauty, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the Class A Shares which JAB Beauty directly beneficially owns.

As of the date hereof, Peter Harf has sole voting and investment power with respect to 12,350,509 Class A Shares and 146,057 Series B Shares. As a result, Mr. Harf may be deemed to beneficially own, in the aggregate, 36,163,514 Class A Shares (comprised of 12,350,509 Class A Shares and 23,813,005 Class A Shares issuable upon conversion of Series B Shares as of September 9, 2022 as set forth in the Proxy), representing approximately 4.1% of the Company’s outstanding Class A Shares (based upon (i) 852,595,821 Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Latest Periodic Report, and (ii) the 146,057 Series B Shares).

As of the date hereof, Olivier Goudet has sole voting and investment power with respect to 1,049,129 Class A Shares, representing approximately 0.1% of the Company’s outstanding Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Latest Periodic Report.

Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto, beneficially owns any Class A Shares.

(c) Except as set forth in this Item 5(c), none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto, has effected any transactions in the Shares during the past 60 days.

Item 6 is hereby amended and supplemented as follows:

JAB Holdings is party to the Long Swaps.

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.

Dated: February 9, 2023