COTY INC. — Director's Dealing 2014

Jun 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BLOOM BRADLEY M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-12	Common Stock	S	8463470	$16.7779	Disposed	0	Indirect
2014-06-12	Common Stock	S	29893	$16.7779	Disposed	302110	Direct
2014-06-12	Common Stock	D	4274	—	Disposed	297836	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26076	Indirect

Footnotes

F1: Represents shares of Class B Common Stock repurchased by the Issuer on June 12, 2014 (the "Repurchase") from the Berkshire Entities (as defined below). 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 sold 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") in connection with the Repurchase. Each share of Class B Common Stock is convertible to Class A Common Stock on a one-for-one basis. BPSP, L.P. ("BPSP") is the managing member of Berkshire Partners LLC, the registered investment adviser to the Berkshire Entities ("Berkshire"). 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 Berkshire, BPSP, 7BA, BI3 and BI4 and, as such, 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 repurchased by the Issuer in connection with the Repurchase referred to in note (1) above.

F4: Represents Class A Common Stock Restricted Stock Units forfeited in connection with the termination of the Reporting Person's service on the Board of Directors of the Issuer.

F5: Includes (i) 297,836 shares of Class A Common Stock beneficially owned by the Reporting Person, and (ii) 4,274 unvested shares of Class A Common Stock issuable under Class A Common Stock Restricted Stock Units received in connection with the Reporting Person's service on the Board of Directors of the Issuer.

F6: Represents shares of Class A Common Stock beneficially owned by certain family trusts. Members of the Reporting Person's family serve as trustee and are beneficiaries of such family trusts. As such, the Reporting Person may be deemed to share beneficial ownership of the shares held by such family trusts. However, the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.