SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
HARF PETER

(Last) (First) (Middle)
2 PARK AVENUE

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2013
3. Issuer Name and Ticker or Trading Symbol
COTY INC. [ COTY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock 20,000 D
Class A common stock 2,843,719 I By HFS S.a.r.l.
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) (1) Class A common stock 82,500 (1) D
Stock Options (right to buy) (2) 03/13/2018 Class A common stock 1,500,000 $10.2 D
Class B common stock (3) (3) Class A common stock(2) 6,268,131(4) $0.00 I By corporation(4)
Obligation to Sell(5) 06/12/2013 (6) Class A common stock 871,118(4) $16.8875 I By corporation(4)
Explanation of Responses:
1. Upon vesting, each Restricted Stock Unit will settle for one share of Class A common stock of Coty Inc. 20,000 Restricted Stock Units vest on November 14, 2013, 20,000 Restricted Stock Units vest on November 13, 2014, 20,000 Restricted Stock Units vest on November 15, 2015, 12,500 Restricted Stock Units vest on November 15, 2011 and 10,000 Restricted Stock Units vest on November 15, 2017.
2. The stock options are currently exercisable.
3. Class B common stock is convertible to Class A common stock on a one-for-one basis.
4. The reporting person may be deemed to have an indirect pecuniary interest representing less than 2% of the shares held by JAB Holdings II BV ("JAB II"). The reporting person disclaims such pecuniary interest except to the extent, if any, it is realized.
5. Pursuant to an underwriting agreement dated June 12, 2013, JAB II is obligated to sell 43,555,901 shares of Class A common stock to the underwriter parties to such agreement.
6. The underwriting agreement referenced in footnote (5) does not specify an express termination date.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Michelle Garcia, Attorney-in-Fact 06/13/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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