COTY INC. — Director's Dealing 2016

Nov 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2016-11-23

Reporting Person: Pane Camillo (Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-25	Series A Preferred Stock	$	A	1000000	Acquired	2023-11-25	Class A common stock (1000000.0)	Direct

Footnotes

F1: Each share of Series A Preferred Stock may be exchanged for cash or shares of Class A Common Stock, at the Issuer's election, upon the earlier of (i) November 25, 2021, if Mr. Pane is employed with the Issuer; (ii) termination of Mr. Pane's employment as a result of death or disability; or (iii) a termination of Mr. Pane's employment under certain circumstances following a change of control of the Issuer, in each case, if Mr. Pane has made an aggregate investment of at least $10,000,000 in the Issuer's Class A Common Stock. The amount of cash or number of shares of Class A Common Stock, at the Issuer's election, received upon exchange will equal the difference between (i) the fair market value of the Class A Common Stock on the date that the Series A Preferred Stock is exchanged less (ii) $3.50 plus the fair market value of the Class A Common Stock on the date that the Series A Preferred Stock were purchased.