COTY INC. — Director's Dealing 2014

Mar 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2014-03-04

Reporting Person: Kaufman Jules (SVP General Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-04	Class A Common Stock	M	36750	—	Acquired	203732	Direct
2014-03-04	Class A Common Stock	S	8568	$15.1361	Disposed	195164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-04	Restricted Stock Units	$	D	36750	Disposed		Class A Common Stock (36750)	Direct

Footnotes

F1: Reflects settlement of Restricted Stock Units into shares of Class A Common Stock. Each Restricted Stock Unit settles into one share of Class A Common Stock within 15 days of vesting. The Restricted Stock Units vested on March 2, 2014 and settled on March 4, 2014.

F2: Reflects the sale of shares of Class A common stock to pay withholding taxes related to settlement of the Restricted Stock Units. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.97 to $15.25, 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.