COTY INC. — Director's Dealing 2019

Sep 25, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2019-09-10

Reporting Person: Thomas Jean-Claude (Chief of Supply Operations)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	22298	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A common stock (45329.0)		Direct
Stock Option (right to buy)	$13.29	2029-05-15	Class A common stock (33858.0)		Direct
Stock Option (right to buy)	$18.55	2026-11-10	Class A common stock (24258.0)		Direct
Stock Option (right to buy)	$11.08	2029-02-15	Class A common stock (75000.0)		Direct
Stock Option (right to buy)	$10.5	2021-09-22	Class A common stock (25000.0)		Direct

Footnotes

F1: Upon vesting, each Restricted Stock Unit ("RSU") settles for one share of Class A Common Stock of the Issuer. Subject to certain vesting conditions and exceptions, 13,312 of the RSUs vest as follows: 60% on September 4, 2021, 20% on September 4, 2022 and 20% on September 4, 2023. Subject to certain vesting conditions and exceptions, 9,125 of the RSUs vest as follows: 60% on September 7, 2020, 20% on September 7, 2021 and 20% on September 7, 2022. Subject to certain vesting conditions and exceptions, 6,792 of the RSUs vest as follows: 60% on October 5, 2019, 20% on October 5, 2020 and 20% on October 5, 2021. Subject to certain vesting conditions and exceptions, 1,243 RSUs vest on November 19, 2020, 5,870 RSU vest on September 21, 2020, 987 RSUs vest on June 4, 2020 and 8,000 RSUs vest on September 30, 2019.

F2: Represents a matching Stock Option granted to the Reporting Person in connection with the Elite Program under the Issuer's Equity and Long-Term Incentive Plan. If at any time starting on May 15, 2020 through May 15, 2025, the Reporting Person owns fewer than 11,286 shares of Class A Common Stock but more than 6,772 shares of Class A Common Stock, a pro rata portion of the matching Stock Option will be forfeited. If at any time starting on May 15, 2020 through May 15, 2025, the Reporting Person owns fewer than 6,772 shares of Class A Common Stock, the entire matching Stock Option will be forfeited.

F3: Represents a matching Stock Option granted to the Reporting Person in connection with the Elite Program under the Issuer's Equity and Long-Term Incentive Plan. If at any time starting on November 10, 2017 through November 10, 2021, the Reporting Person owns fewer than 8,086 shares of Class A Common Stock but more than 4,852 shares of Class A Common Stock, a pro rata portion of the matching Stock Option will be forfeited. If at any time starting on November 10, 2017 through November 10, 2021, the Reporting Person owns fewer than 4,852 shares of Class A Common Stock, the entire matching Stock Option will be forfeited.

F4: Represents a matching stock option granted to the Reporting Person under the Issuer's Equity and Long-Term Incentive Plan. If any portion of the Reporting Person's matching stock option under the Elite program is forfeited due to the Reporting Person's failure to meet his Subscription Amount (as defined in the Elite Subscription Agreement), an equal percentage of this matching stock option will be forfeited. Subject to certain other vesting conditions and exceptions, this matching stock option vests and is exercisable as follows: 60% on February 15, 2022, 20% on February 15, 2023 and 20% on February 15, 2024.