COTY INC. — Director's Dealing 2015

Jun 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2015-06-26

Reporting Person: HEILBRONN CHARLES (10% Owner)
Reporting Person: Mousseluxe Sarl (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-26	Class A Common Stock	J	134771	—	Acquired	15562993	Indirect

Footnotes

F1: Represents the receipt of shares pursuant to the purchase price adjustment provisions of that certain Stock Purchase Agreement between the Issuer and Chanel International BV dated as of March 12, 2015 ("SPA"). Pursuant to the SPA, affiliates of Mousseluxe S.ar.l. sold four private companies to the Issuer (the "Bourjois Sale). The Bourjois Sale closed on April 1, 2015, and the purchase price payable as of that date was finalized and fixed on June 25, 2015 in accordance with the terms of the SPA, at which time Mouseluxe S.ar.l. became entitled to receive 134,711 shares as consideration for the Bourjois Sale in addition to those shares delivered to it upon the Closing of the Bourjois Sale. The SPA was filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on March 13, 2015.

F2: Mousseluxe S.ar.l. is the record holder of these securities. These securities are indirectly owned by Charles Heilbronn, who has been granted a power of attorney and proxy to exercise voting and investment power with respect to these securities. Mr. Heilbronn disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.