COTY INC. — Director's Dealing 2014

Jun 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2014-06-05

Reporting Person: Macchio Ralph (SVP of Global R&D, CSO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-05	Class A common stock	M	57900	$6.40	Acquired	101303	Direct
2014-06-05	Class A common stock	S	57900	$16.828	Disposed	43403	Direct
2014-06-06	Class A common stock	M	17100	$6.40	Acquired	60503	Direct
2014-06-06	Class A common stock	S	60503	$17.561	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-05	Stock Option (right to buy)	$6.4	M	57900	Disposed	2019-01-07	Class A common stock (57900.0)	Direct
2014-06-05	Stock Option (right to buy)	$6.4	M	17100	Disposed	2019-01-07	Class A common stock (17100.0)	Direct
2014-06-05	Stock Option (right to buy)	$9.2	J	20000	Disposed	2020-12-03	Class A common stock (20000.0)	Direct
2014-06-05	Stock Option (right to buy)	$10.5	J	20000	Disposed	2022-01-10	Class A common stock (20000.0)	Direct
2014-06-05	Restricted Stock Units	$	J	478	Disposed		Class A common stock (478.0)	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 $16.66 to $16.94, 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 $17.11 to $17.84, 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 and matching Restricted Stock Units ("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.

F4: Upon vesting, each Restricted Stock Unit settles for one share of Class A common stock of Coty Inc.