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: BLOOM BRADLEY M (Director)

Non-Derivative Transactions

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24167	Direct

Footnotes

F1: Represents shares disposed by the Berkshire Entities (as defined below) in connection with the sale of additional shares of Common Stock pursuant to an over-allotment option related to the Issuer's initial public offering. This Form 4 has been filed because the Reporting Person is a director of the Issuer and a managing member of, or managing member of the general partner of, each of the Berkshire Entities. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by the Berkshire Entities. However, the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F2: Represents shares of Class B Common Stock owned by Berkshire Fund VII, L.P. ("Fund VII"), Berkshire Fund VII-A, L.P. ("Fund VII-A"), Berkshire Investors III LLC ("BI3") and Berkshire Investors IV LLC ("BI4" and together with Fund VII, Fund VII-A and BI3, the "Berkshire Entities"). Each share of Class B Common Stock is convertible to Class A Common Stock on a one-for-one basis. Seventh Berkshire Associates LLC ("7BA") is the general partner of each of Fund VII and Fund VII-A. The Reporting Person is a managing member of each of 7BA, BI3 and BI4. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by such entities. However, the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F3: Represents Class A Common Stock Restricted Stock Units received in connection with the Reporting Person's service on the Board of Directors of the Issuer.