COTY INC. — Director's Dealing 2014

Jun 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2014-06-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-12	Class B Common Stock	D	19429348	$16.7779	Disposed	0	Direct
2014-06-12	Class A Common Stock	D	29893	$16.7779	Disposed	0	Indirect
2014-06-12	Class A Common Stock	D	4274	$0.00	Disposed	0	Indirect

Footnotes

F1: 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 in 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.

F2: Represents Restricted Stock Units received by Steven Langman in connection with his service on the Board of Directors of the Issuer. Mr. Langman has an understanding with entities affiliated with Rhone Capital L.L.C. pursuant to which he holds the Restricted Stock Units for the benefit of entities affiliated with Rhone Capital L.L.C.

F3: Forfeiture of unvested Restricted Stock Units due to resignation by Mr. Langman from the Board of Directors of the Issuer.