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: Berkshire Partners LLC (10% Owner)
Reporting Person: Seventh Berkshire Associates LLC (10% Owner)
Reporting Person: BERKSHIRE FUND VII L.P. (10% Owner)
Reporting Person: BERKSHIRE FUND VII-A L.P. (10% Owner)
Reporting Person: Berkshire Investors IV LLC (10% Owner)
Reporting Person: Berkshire Investors III LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-17	Common Stock	S	927375	$16.8875	Disposed	18944955	Indirect
2013-07-17	Common Stock	S	7118	$16.8875	Disposed	145389	Direct
2013-07-17	Common Stock	S	16594	$16.8875	Disposed	339004	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24167	Indirect

Footnotes

F1: Represents shares of Class B Common Stock held indirectly by Berkshire Partners LLC ("Berkshire Partners") and Seventh Berkshire Associates LLC ("7BA"). Each share of Class B Common Stock is convertible to Class A Common Stock on a one-for-one basis. After the sale of additional shares of Common Stock pursuant to an over-allotment option related to the Issuer's initial public offering, Berkshire Fund VII, L.P. ("Fund VII") owns 15,961,000 shares of Common Stock, and Berkshire Fund VII-A, L.P. ("Fund VII-A") owns 2,983,955 shares of Common Stock. 7BA is the sole general partner of Fund VII and Fund VII-A. Berkshire Partners and 7BA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of Berkshire Partners and 7BA disclaims beneficial ownership of any securities, except to the extent of its pecuniary interest therein.

F2: Represents shares of Class B Common Stock held directly by Berkshire Investors III LLC ("BI3"). BI3 may be deemed to be, but does not admit to being, a member 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.

F3: Represents shares of Class B Common Stock held directly by Berkshire Investors IV LLC ("BI4"). BI4 may be deemed to be, but does not admit to being, a member 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.

F4: Represents shares of Class A Common Stock in which Berkshire Partners has an economic interest.

F5: 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.