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: 2014-06-06

Reporting Person: BLOOM BRADLEY M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-06	Common Stock	J	965878	—	Disposed	8463470	Indirect
2014-06-06	Common Stock	J	147515	—	Acquired	332003	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26076	Indirect

Footnotes

F1: Represents shares distributed by the Berkshire Entities (as defined below) to certain of their respective partners and members. 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 owned 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"). 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. As such, the Reporting Person 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 shares of Class A Common Stock received as part of the distribution by the Berkshire Entities referred to in note (1) above.

F4: Includes (i) 147,515 shares of Class A Common Stock received by the Reporting Person as part of the distribution by the Berkshire Entities referred to above, (ii) 150,321 shares of Class A Common Stock beneficially owned by the Reporting Person, and (iii) 34,167 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.

F5: 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.