COTY INC. — Director's Dealing 2013

Jun 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2013-06-18

Reporting Person: HARF PETER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-18	Class A common stock	C	871118	—	Acquired	871118	Indirect
2013-06-18	Class A common stock	C	871118	$16.8875	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-18	Class B common stock	$	C	871118	Disposed		Class A common stock (871118)	Indirect
2013-06-18	Obligation to Sell	$16.8875	C	871118	Disposed		Class A common stock (871118)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	20000	Direct
Class A common stock	2843719	Indirect

Footnotes

F1: Class B common stock is convertible to Class A common stock on a one-for-one basis and has no expiration date. The Class B shares converted to Class A shares upon being transferred pursuant to settlement of an underwriting agreement dated June 12, 2013.

F2: The reporting person may be deemed to have an indirect pecuniary interest representing less than 2% of the shares held by JAB Holdings II B.V. ("JAB II"). The reporting person disclaims such pecuniary interest except to the extent, if any, it is realized.

F3: Pursuant to an underwriting agreement dated June 12, 2013, JAB II was obligated to sell 43,555,901 shares of Class A common stock to the underwriter parties to such agreement. The underwriting agreement did not specify a specific expiration date upon which the underwriters' right to purchase the shares terminated.