COTY INC. — Director's Dealing 2020

Jan 14, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COTY INC. (COTY)
CIK: 0001024305
Period of Report: 2020-01-02

Reporting Person: Cattaneo Simona (President, Luxury Brands)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	66408	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A common stock (138004.0)		Direct
Stock Option (right to buy)	$18.55	2026-11-10	Class A common stock (161724.0)		Direct
Stock Options (right to buy)	$11.08	2029-02-15	Class A common stock (500000.0)		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, 44,444 of the RSUs vest as follows: 60% on November 14, 2022, 20% on November 14, 2023 and 20% on November 14, 2024. Subject to certain vesting conditions and exceptions, 58,731 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, 26,838 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, 7,991 of the Restricted Stock Units vest as follows: 50% on October 5, 2020 and 50% on October 5, 2021.

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 November 10, 2017 through November 10, 2021, the Reporting Person owns fewer than 53,908 shares of Class A Common Stock but more than 32,344, 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 32,344. the entire matching Stock Option will be forfeited.

F3: 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.