COTY INC. — Director's Dealing 2020

Mar 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2020-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-27	Class A common stock	S	3260329	$11.4937	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-27	Series A-1 Preferred Stock	$	D	6925341	Disposed		Class A common stock (6925341.0)	Indirect
2020-02-27	Series A-1 Preferred Stock	$	D	980000	Disposed		Class A common stock (980000.0)	Direct

Footnotes

F1: The total holdings reflect an adjustment of 41,654 additional shares of Class A Common Stock ("Common Stock") acquired as a result of dividend reinvestment pursuant to the reporting person's participation in the Coty Stock Dividend Reinvestment Program.

F2: On February 27, 2020, Cottage Holdco B.V. and Pierre Laubies entered into a stock purchase agreement pursuant to which Mr. Laubies agreed to sell, and Cottage Holdco B.V. agreed to purchase, 3,260,329 shares of Common Stock held by Mr. Laubies.

F3: With respect to the 6,925,341 shares of Series A-1 Preferred Stock issued to Mr. Laubies on February 4, 2019 (the "February Shares"), the Issuer may redeem such shares at a redemption price equal to the lower of cost or then current fair market value if Mr. Laubies is terminated prior to November 12, 2023 (other than due to death or disability). The Issuer's right to redeem the February Shares at the lower of cost or then current fair market value shall lapse as follows: 60% on November 12, 2021, 20% on November 12, 2022 and 20% on November 12, 2023; provided, that if Mr. Laubies is terminated without Cause or for Good Reason within 12 months following a change in control of the Issuer occurring after November 12, 2019, the redemption right shall lapse in full.

F4: The February Shares, to the extent vested, may be exchanged for cash or shares of Common Stock, at Mr. Laubies' election, at any time on or prior to November 12, 2025; provided that this right expires upon the earlier of (i) November 12, 2025, or (ii) on or after the first anniversary of his termination due to death or disability, in each case, so long as Mr. Laubies has made an aggregate investment of at least $20,000,000 in the Issuer's 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) $8.75, subject to adjustment (such difference, the "February Shares 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 February Shares Preferred Net Value.

F5: On February 27, 2020, Coty Inc. (the "Company"), Mr. Laubies and Elmfort Invest B.V. entered into a purchase agreement pursuant to which Mr. Laubies and Elmfort Invest B.V. agreed to sell, and the Company agreed to purchase, all of the shares of Series A-1 Preferred Stock held directly and indirectly by Mr. Laubies.

F6: The Issuer's redemption right with respect to the 980,000 shares issued to Mr. Laubies on June 19, 2019 (the "June Shares") lapses with respect to 60% on May 10, 2022, 20% on May 10, 2023 and 20% on May 10, 2024; provided, that if Mr. Laubies is terminated without Cause or for Good Reason within 12 months following a change in control of the Issuer occurring after May 10, 2019, the redemption right shall lapse in full.

F7: The June Shares, to the extent vested, may be exchanged for cash or shares of Common Stock, at the Mr. Laubies' election, at any time on or prior to May 10, 2025; provided that this right expires upon the earlier of (i) May 10, 2025, or (ii) on or after the first anniversary of his termination due to death or disability, in each case, so long as 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) $14.48, subject to adjustment (such difference, the "June Shares 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 June Shares Preferred Net Value.