COTY INC. — Director's Dealing 2014

Jun 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Berkshire Partners LLC (10% Owner)
Reporting Person: Seventh Berkshire Associates LLC (10% Owner)
Reporting Person: BPSP, L.P. (10% Owner)
Reporting Person: BERKSHIRE FUND VII L.P. (10% Owner)
Reporting Person: BERKSHIRE FUND VII-A L.P. (10% Owner)
Reporting Person: Berkshire Investors IV LLC (10% Owner)
Reporting Person: Berkshire Investors III LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-06	Common Stock	J	877244	—	Disposed	8317021	Indirect
2014-06-06	Common Stock	J	15638	—	Disposed	54922	Direct
2014-06-06	Common Stock	J	72996	—	Disposed	91527	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34167	Indirect

Footnotes

F1: Represents a pro rata distribution to certain partners and members and, with respect to certain Reporting Persons, includes subsequent distributions by the general partner or managing member to their respective partners or members.

F2: Represents shares of Class B Common Stock held indirectly by Berkshire Partners LLC ("Berkshire Partners"), BPSP, L.P. ("BPSP") and Seventh Berkshire Associates LLC ("7BA"). Each share of Class B Common Stock is convertible to Class A Common Stock on a one-for-one basis. Berkshire Fund VII, L.P. ("Fund VII") distributed 739,072 shares and, following such distribution, owns 7,007,036 shares of Class B Common Stock. Berkshire Fund VII-A, L.P. ("Fund VII-A") distributed 138,172 shares and, following such distribution, owns 1,309,985 shares of Class B Common Stock. BPSP is the managing member of Berkshire Partners, the registered investment adviser to the Berkshire Entities (as defined below). 7BA is the sole general partner of Fund VII and Fund VII-A.

F3: Berkshire Partners, BPSP and 7BA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of Berkshire Partners, BPSP and 7BA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F4: Represents shares of Class B Common Stock held directly by Berkshire Investors III LLC ("BI3"). BI3 may be deemed to be, but does not admit to being, a member 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.

F5: Represents shares of Class B Common Stock held directly by Berkshire Investors IV LLC ("BI4" and together with Fund VII, Fund VII-A and BI3, the "Berkshire Entities"). BI4 may be deemed to be, but does not admit to being, a member 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.

F6: Represents Class A Common Stock Restricted Stock Units in which Berkshire Partners has an economic interest and that were received by Bradley M. Bloom, a managing member of, or managing member of the general partner of, each of the Berkshire Entities, in connection with his service on the board of directors of the Issuer.

F7: 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 is 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.