COTY INC. — Director's Dealing 2013

Jun 13, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2013-06-13

Reporting Person: Faber Joachim (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	190500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A common stock (24167)		Direct
Class B common stock	$0.00		Class A common stock (6268131)		Indirect
Obligation to Sell	$16.8875		Class A common stock (871118)		Indirect

Footnotes

F1: Upon vesting, each Restricted Stock Unit will settle for one share of Class A common stock of Coty Inc. 4,167 Restricted Stock Units vest on January 25, 2016, 10,000 Restricted Stock Units vest on November 15, 2016 and 10,000 Restricted Stock Units vest on November 15, 2017.

F2: Class B common stock is convertible to Class A common stock on a one-for-one basis.

F3: The reporting person may be deemed to have an indirect pecuniary interest representing less than 2% of the shares held by JAB Holdings II BV ("JAB II"). The reporting person disclaims such pecuniary interest except to the extent, if any, it is realized.

F4: Pursuant to an underwriting agreement dated June 12, 2013, JAB II is obligated to sell 43,555,901 shares of Class A common stock to the underwriter parties to such agreement.

F5: The underwriting agreement referenced in footnote (4) does not specify an express termination date.