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: Becht Lambertus J.H. (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	4668810	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A common stock (52500)		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. 22,500 Restricted Stock Units vest on November 15, 2016, and 30,000 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.