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: Rhone Capital L.L.C. (Director, 10% Owner)
Reporting Person: Rhone Holdings III L.L.C. (Director, 10% Owner)
Reporting Person: Rhone Capital III L.P. (Director, 10% Owner)
Reporting Person: Rhone Group L.L.C. (Director, 10% Owner)
Reporting Person: Worldwide Beauty GP L.L.C. (Director, 10% Owner)
Reporting Person: Worldwide Beauty Offshore L.P. (Director, 10% Owner)
Reporting Person: Worldwide Beauty Onshore L.P. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-17	Class B Common Stock	S	951087	$16.8875	Disposed	19429348	Direct

Footnotes

F1: Following the disposition of 951,087 shares of Class B Common Stock reported in Table I, Worldwide Beauty Onshore L.P. and Worldwide Beauty Offshore L.P. hold directly 19,429,348 shares of Class B Common Stock.

F2: Worldwide Beauty GP L.L.C. is the General Partner of Worldwide Beauty Onshore L.P. and Worldwide Beauty Offshore L.P. and, following the disposition of 951,087 shares of Class B Common Stock reported in Table I, may be deemed to be the beneficial owner of 19,429,348 shares of Class B Common Stock.

F3: Rhone Capital III L.P. is the sole member of Worldwide Beauty GP L.L.C. and, following the disposition of 951,087 shares of Class B Common Stock reported in Table I, may be deemed to be the beneficial owner of 19,429,348 shares of Class B Common Stock.

F4: Rhone Holdings III L.L.C. is the General Partner of Rhone Capital III L.P. and, following the disposition of 951,087 shares of Class B Common Stock reported in Table I, may be deemed to be the beneficial owner of 19,429,348 shares of Class B Common Stock. Rhone Capital L.L.C. is the sole member of Rhone Holdings III L.L.C. and, following the disposition of 951,087 shares of Class B Common Stock reported in Table I, may be deemed to be the beneficial owner of 19,429,348 shares of Class B Common Stock.

F5: This Statement is being filed by Rhone Capital L.L.C., Rhone Holdings III L.L.C., Rhone Capital III L.P., Rhone Group L.L.C., Worldwide Beauty GP L.L.C., Worldwide Beauty Offshore L.P, and Worldwide Beauty Onshore L.P (collectively, the "Reporting Persons"). The principal business address of each Reporting Person is 630 Fifth Ave, 27th Floor, New York, New York 10111. One or more of the Reporting Persons are party to a stockholders agreement that relates to the voting of the shares covered by this Report and, as such, may be deemed to be a member, or members, of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. The filing of this Report is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest.