COTY INC. — Director's Dealing 2019

Jul 10, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2019-07-01

Reporting Person: Hanrot Sophie (Chief Human Resources Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	13477	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A common stock (39409.0)		Direct
Stock Option (right to buy)	$18.55	2026-11-10	Class A common stock (40431.0)		Direct
Stock Option (right to buy)	$11.08	2029-02-15	Class A common stock (125000.0)		Direct
Stock Option (right to buy)	$8.65	2028-11-12	Class A common stock (86703.0)		Direct

Footnotes

F1: Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of the Issuer. Subject to certain vesting conditions and exceptions, 23,492 of the Restricted Stock Units 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 Restricted Stock Units 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 Restricted Stock Units vest as follows: 60% on October 5, 2019, 20% on October 5, 2020 and 20% on October 5, 2021.

F2: Represents matching Stock Options 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 13,477 shares of Class A Common Stock but more than 8,086, 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 8,086, the entire matching Stock Option grant will be forfeited.

F3: Represents a matching stock option grant awarded to the Reporting Person under the Issuer's Equity and Long-Term Incentive Plan. If any portion of the Reporting Person's matching stock options under the Elite program is forfeited due to the Reporting Person's failure to meet or maintain her Subscription Amount (as defined in the Elite Subscription Agreement), an equal percentage of this matching stock option grant will be forfeited. Subject to certain other vesting conditions and exceptions, this matching stock option grant vests and is exercisable as follows: 60% on February 15, 2022, 20% on February 15, 2023 and 20% on February 15, 2024.

F4: Represents 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 12, 2019 through November 12, 2023, the Reporting Person owns fewer than 28,901 shares of Class A Common Stock but more than 17,340, a pro rata portion of the matching Stock Option will be forfeited. If at any time starting on November 12, 2019 through November 12, 2023, the Reporting Person owns fewer than 17,340, the entire matching Stock Option grant will be forfeited.