COTY INC. — Director's Dealing 2017

Mar 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2017-03-27

Reporting Person: Becht Lambertus J.H. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-27	Series A Preferred Stock	$	A	1000000	Acquired	2024-03-27	Class A common stock ()	Direct

Footnotes

F1: Each share of Series A Preferred Stock (the "Series A Shares") may be exchanged for cash or shares of Class A Common Stock ("Class A Shares"), at the Issuer's election, upon the earlier of (i) March 27, 2022 and (ii) the date of the Reporting Person's death or disability; provided, however, that the Series A Shares may only be settled in Class A Shares if the issuance of such shares is approved by the Issuer's stockholders.

F2: The amount of cash or number of Class A Shares, 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 Shares are exchanged less (ii) $3.50 plus the fair market value of the Class A Common Stock on the date that the Series A Shares were purchased; provided, however, that the Series A Shares may only be settled in Class A Shares if the issuance of such shares is approved by the Issuer's stockholders.