Cottage Holdco B.V. Form 4 COTY / Cosmetics B.V. JAB ownership change

SEC Form 4

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^*

Cottage Holdco B.V.

(Last)

(First)

(Middle)

OOSTERDOKSSTRAAT 80

(Street)

AMSTERDAM

NL 1011 DK

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COTY INC. [ COTY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01 per share	02/27/2020		P		3,260,329⁽¹⁾	A	$11.4937	454,168,370	D⁽²⁾

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Cottage Holdco B.V.

(Last)

(First)

(Middle)

OOSTERDOKSSTRAAT 80

(Street)

AMSTERDAM

NL 1011 DK

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Agnaten SE

(Last)

(First)

(Middle)

ROOSEVELTPLATZ 4-5

TOP 10

(Street)

VIENNA

A-1090

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lucresca SE

(Last)

(First)

(Middle)

ROOSEVELTPLATZ 4-5

TOP 10

(Street)

VIENNA

A-1090

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JAB Holdings B.V.

(Last)

(First)

(Middle)

OOSTERDOKSSTRAAT 80

(Street)

AMSTERDAM

NL 1011 DK

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JAB Cosmetics B.V.

(Last)

(First)

(Middle)

OOSTERDOKSSTRAAT 80

(Street)

AMSTERDAM

NL 1011 DK

(City)

(State)

(Zip)

Explanation of Responses:

1. On February 27, 2020, Cottage Holdco B.V. and Pierre Laubies entered into a 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:

	/s/ Joachim Creus and /s/ Fabien Simon as Managing Directors of Cottage Holdco B.V.	03/02/2020
	/s/ Joachim Creus as Authorized Representative of Agnaten SE	03/02/2020
	/s/ Joachim Creus as Authorized Representative of Lucresca SE	03/02/2020
	/s/ Joachim Creus and /s/ Fabien Simon as Managing Directors of JAB Holdings B.V.	03/02/2020
	/s/ Joachim Creus and /s/ Fabien Simon, Managing Directors of JAB Holdings B.V. as Sole Member of JAB Cosmetics B.V.	03/02/2020
	** 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).
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Cottage Holdco B.V. Form 4COTY / Cosmetics B.V. JAB ownership change