COTY INC. — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2017-02-16

Reporting Person: Froidefond Sebastien (Chief Human Resources Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-16	Series A Preferred Stock	$	A	481539	Acquired	2024-02-16	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) February 16, 2022, if the Reporting Person is employed with the Issuer; (ii) termination of the Reporting Person's employment as a result of death or disability; or (iii) a termination of the Reporting Person's employment under certain circumstances following a change of control of the Issuer. If at any time starting on November 10, 2017 through February 16, 2022 (or, if earlier, the exchange date), the Reporting Person owns fewer than 160,513 Class A Shares but more than 96,308 Class A Shares, a pro rata portion of Series A Shares will be forfeited. If at any time starting on November 10, 2017 through February 16, 2022 (or, if earlier, the exchange date), the Reporting Person owns fewer than 96,308 Class A Shares, all Series A Shares will be forfeited.

F2: 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 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.