| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol COTY INC. [ COTY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/12/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 03/02/2020 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.01 per share | 03/12/2020 | P | 3,260,329(1) | A | $11.4937 | 461,299,223 | D(2) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On March 12, 2020, Cottage Holdco B.V. and Pierre Laubies entered into a stock purchase agreement (the "Stock Purchase Agreement") pursuant to which Mr. Laubies agreed to sell, and Cottage Holdco B.V. agreed to purchase, 3,260,329 shares of Class A Common Stock held by Mr. Laubies. |
| 2. The Shares described in this report are held by Cottage Holdco B.V., a direct or indirect subsidiary of each other Reporting Person herein. As such, each other Reporting Person herein may be deemed to beneficially own such Shares held by Cottage Holdco B.V. Each of the Reporting Persons disclaims any beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
| Remarks: |
| The original Form 4 filed on March 2, 2020, as amended by the Form 4/A filed on March 16, 2020, is hereby amended and restated by this Form 4/A. This Form 4/A reflects an additional 7,130,853 shares of Coty Inc.'s Class A Common Stock disclosed under the heading "Amount of Securities Beneficially Owned Following Reported Transaction" as being held by Cottage Holdco B.V. Such additional shares were previously acquired pursuant to Coty Inc.'s stock dividend reinvestment program in transactions exempt from Section 16 of the Securities Exchange Act pursuant to Rule 16a-11. |
| /s/ Joachim Creus, Managing Director of Cottage Holdco B.V. | 03/19/2020 | |
| /s/ Fabien Simon, Managing Director of Cottage Holdco B.V. | 03/19/2020 | |
| /s/ Joachim Creus, Managing Director of JAB Holdings B.V. as Managing Director of JAB Cosmetics B.V. | 03/19/2020 | |
| /s/ Fabien Simon, Managing Director of JAB Holdings B.V. as Managing Director of JAB Cosmetics B.V. | 03/19/2020 | |
| /s/ Joachim Creus, Managing Director of JAB Holdings B.V. | 03/19/2020 | |
| /s/ Fabien Simon, Managing Director of JAB Holdings B.V. | 03/19/2020 | |
| /s/ Joachim Creus, Authorized Representative of Agnaten SE | 03/19/2020 | |
| /s/ Joachim Creus, Authorized Representative of Lucresca SE | 03/19/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
