COTY INC. — Director's Dealing 2019

Jun 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2019-06-19

Reporting Person: Laubies Pierre (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-19	Series A-1 Preferred Stock	$	A	980000	Acquired		Class A common stock (980000.0)	Direct

Footnotes

F1: The Series A-1 Preferred Stock vests 60% on May 10, 2022, 20% on May 10, 2023 and 20% on May 10, 2024, subject to certain vesting conditions, and expires on May 10, 2025.

F2: Each share of Series A-1 Preferred Stock may be exchanged for cash or shares of Class A Common Stock ("Common Stock"), at the Issuer's election, upon the earlier of (i) May 10, 2025, if Mr. Laubies is employed with the Issuer; (ii) termination of Mr. Laubies's employment as a result of death or disability; or (iii) a termination of Mr. Laubies's employment under certain circumstances following a change of control of the Issuer, in each case, if Mr. Laubies maintains his investment of $7,500,000 in the Common Stock. The amount received upon exchange will equal, at the Issuer's election: (i) an amount in cash equal to (A) the fair market value of a share of Common Stock on the exchange date minus (B) an amount equal to the sum of $14.48, subject to adjustment (such difference, the "Preferred Net Value"), or (ii) the number of shares of Common Stock whose aggregate value, as measured by the fair market value of the Common Stock on the exchange date, is equal to the Preferred Net Value.