COTY INC. — Director's Dealing 2014

Oct 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2014-09-29

Reporting Person: Scannavini Michele (Former CEO and director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-29	Class A common stock	M	404700	$10.20	Acquired	1451700	Direct
2014-09-29	Class A common stock	M	200000	$8.25	Acquired	1651700	Direct
2014-09-29	Class A common stock	M	300000	$6.40	Acquired	1951700	Direct
2014-09-29	Class A common stock	M	520000	$9.20	Acquired	2471700	Direct
2014-09-29	Class A common stock	D	2441700	$17.214	Disposed	30000	Direct
2014-09-30	Class A common stock	D	30000	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-29	Stock Option (right to buy)	$10.2	M	404700	Disposed	2014-12-29	Class A common stock (404700.0)	Direct
2014-09-29	Stock Option (right to buy)	$8.25	M	200000	Disposed	2014-12-29	Class A common stock (200000.0)	Direct
2014-09-29	Stock Option (right to buy)	$6.4	M	300000	Disposed	2014-12-29	Class A common stock (300000.0)	Direct
2014-09-29	Stock Option (right to buy)	$9.2	M	520000	Disposed	2014-12-29	Class A common stock (520000.0)	Direct
2014-09-30	Stock Option (right to buy)	$9.2	D	291660	Disposed	2020-01-10	Class A common stock (291660.0)	Direct
2014-09-30	Stock Option (right to buy)	$10.5	D	600000	Disposed	2021-09-22	Class A common stock (600000.0)	Direct
2014-09-30	Stock Option (right to buy)	$10.5	D	291163	Disposed	2022-01-10	Class A common stock (291163.0)	Direct
2014-09-30	Restricted Stock Units	$	D	524662	Disposed		Class A common stock (524662.0)	Direct

Footnotes

F1: On September 29, 2014, the issuer and the reporting person entered into an agreement (the "Agreement") requiring the reporting person to sell, and the issuer to purchase, all of the Class A Common Stock of the issuer held directly or indirectly by the reporting person, including any shares of Class A Common Stock issuable upon exercise of outstanding stock options (the "Shares"). The sale of the Shares must occur on or prior to January 27, 2015, and the price per share shall be $17.2140, which is the average closing price of the issuer's Class A Common Stock on the New York Stock Exchange for the five business days prior to September 29, 2014. A portion of the Shares will be sold for the payment of withholding taxes and the exercise price of the stock options.

F2: The transactions represent forfeiture of shares of restricted stock, restricted stock units and matching stock options under the issuer's equity compensation plans. The equity was forfeited upon the effectiveness of the reporting person's resignation as CEO.

F3: The stock options will expire on December 29, 2014 and are exercisable at any time prior to expiration. The 520,000 stock options with an exercise price of $9.20 vested on September 29, 2014 pursuant to the Agreement.