COTY INC. — Director's Dealing 2016

Oct 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2016-10-04

Reporting Person: Moreau Sylvie (President, Professional Beauty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-04	Class A common stock	J	2483	—	Acquired	2483	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	Restricted Stock Units	$	A	39952	Acquired		Class A common stock (39952.0)	Direct

Footnotes

F1: Pursuant to the Transaction Agreement, dated July 8, 2015, by and among Issuer, The Procter & Gamble Company ("P&G"), Galleria Co. ("Galleria") and Green Acquisition Sub Inc., P&G commenced an exchange offer (the "Offer") for the separation of Galleria, a wholly owned subsidiary of P&G, pursuant to which, Galleria common stock was converted into the right to receive one share of Issuer's Class A common stock ("Merger"). Pursuant to the Offer and Merger, participating P&G shareholders received 3.9033 shares of Issuer's Class A common stock for each P&G share tendered in the Offer, subject to proration. The Reporting Person tendered her P&G shares for exchange in the Offer, which expired at 12:00 AM, New York City time at the end of September 29, 2016. On October 4, 2016, the guaranteed delivery period for the Offer ended and the final proration factor of 15.0123% for the Offer was calculated. The Reporting Person received 2,483 shares of Class A Common Stock in the Offer and Merger.

F2: Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of the Issuer. The Restricted Stock Units vest on October 5, 2021.