COTY INC. — Director's Dealing 2014

Jun 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2014-06-09

Reporting Person: Shiah James E. (SVP, Chief Acct. & Compl. Off.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-09	Class A common stock	M	47000	$10.20	Acquired	81813	Direct
2014-06-09	Class A common stock	M	49213	$6.40	Acquired	131026	Direct
2014-06-09	Class A common stock	S	96213	$17.8079	Disposed	34813	Direct
2014-06-10	Class A common stock	M	50787	$6.40	Acquired	85600	Direct
2014-06-10	Class A common stock	M	10000	$6.40	Acquired	95600	Direct
2014-06-10	Class A common stock	S	95600	$17.4503	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-09	Stock Option (right to buy)	$10.2	M	47000	Disposed	2017-09-10	Class A common stock (47000.0)	Direct
2014-06-09	Stock Option (right to buy)	$6.4	M	49213	Disposed	2019-01-07	Class A common stock (49213.0)	Direct
2014-06-10	Stock Option (right to buy)	$6.4	M	50787	Disposed	2019-01-07	Class A common stock (50787.0)	Direct
2014-06-10	Stock Option (right to buy)	$6.4	M	10000	Disposed	2019-03-09	Class A common stock (10000.0)	Direct
2014-06-10	Stock Option (right to buy)	$9.2	D	15000	Disposed	2020-12-03	Class A common stock (15000.0)	Direct
2014-06-10	Stock Option (right to buy)	$10.5	D	13000	Disposed	2022-01-10	Class A common stock (13000.0)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.63 to $18.22, inclusive. The reporting person undertakes to provide to Coty Inc., any security holder of Coty Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. A portion of the shares sold were for the payment of the exercise price of the Stock Options and related withholding taxes.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.29 to $17.88, inclusive. The reporting person undertakes to provide to Coty Inc., any security holder of Coty Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. A portion of the shares sold were for the payment of the exercise price of the Stock Options and related withholding taxes.

F3: The transactions represent forfeiture of matching stock options ("Matching Equity") issued under the Company's executive ownership programs in connection with the purchase of shares of Common Stock by the reporting person. Matching Equity is forfeited if the reporting person sells shares to which the Matching Equity relates prior to the 5th anniversary of purchase.