COTY INC. — Director's Dealing 2013

Jul 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2013-07-17

Reporting Person: Goudet Olivier (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-17	Class A common stock	C	121956	—	Acquired	121956	Indirect
2013-07-17	Class A common stock	S	121956	$16.8875	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-17	Class B common stock	$	C	121956	Disposed		Class A common stock (121956)	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 the sale described in footnote (2).

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: JAB II was obligated to sell 6,097,826 shares of Class A common stock to the underwriters party to an underwriting agreement dated June 12, 2013 pursuant to their over-allotment option.