COTY INC. — Director's Dealing 2018

Mar 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2018-02-28

Reporting Person: Pane Camillo (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-28	Series A Preferred Stock	$	J	1645921	Disposed		Class A common stock (1645921.0)	Direct

Footnotes

F1: Upon vesting, the Series A Preferred Stock can be exchanged for cash or shares of Class A Common Stock, at the Issuer's election. 645,921 shares of the Series A Preferred Stock vest on April 15, 2020 and expire on April 15, 2022, and 1,000,000 shares of Series A Preferred Stock vest on November 25, 2021 and expire on November 25, 2023, in each case subject to certain vesting conditions and exceptions.

F2: On February 28, 2018, the reporting person transferred all shares of Series A Preferred Stock of the Issuer owned by the reporting person to a newly-formed entity (the "Entity") for estate planning purposes. The reporting person retains an interest in the Shares. However, effective upon the transfer, the reporting person ceased to be the "beneficial owner" of such shares for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder.