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: JAB Holdings II B.V. (10% Owner)
Reporting Person: JAB Holdings B.V. (10% Owner)
Reporting Person: Parentes Holding SE (10% Owner)
Reporting Person: Donata Holding SE (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (313406544)		Direct
Obligation to Sell	$16.8875		Class A Common Stock (43555901)		Direct

Footnotes

F1: Class B Common Stock is convertible to Class A Common Stock on a one-for-one basis. This Statement is being filed by JAB Holdings II B.V. ("JAB II"), JAB Holdings B.V. ("JAB"), Parentes Holding SE ("Parentes") and Donata Holding SE ("Donata" and, together with JAB II, JAB and Parentes, the "Reporting Persons"). JAB II is an indirect subsidiary of each of Parentes and Donata. JAB is an indirect subsidiary of Parentes and a direct stockholder of JAB II. Other intervening subsidiaries are Donata Holdings B.V., Joh. A. Benckiser s.a r.l., and JAB Investments s.a r.l. JAB, Donata and Parentes are indirect beneficial owners of the reported securities, and each disclaims a pecuniary interest in the reported securities except to the extent of its interest therein. The address of Donata and Parentes is: Rooseveltplatz 4-5 / Top 10, A-1090 Vienna, Austria. JAB's address is the same as JAB II's.

F2: 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.

F3: The underwriting agreement referenced in footnote 2 does not specify an express termination date.