SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Macchio Ralph

(Last)

(First)

(Middle)

2 PARK AVENUE

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COTY INC. [ COTY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Global Research & Dev.,CSO

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock⁽¹⁾	01/17/2013		A		1,433	A	$15.25	26,433	D
Class A common stock⁽²⁾	04/23/2013		M		100,000	A	$10.2	126,433	D
Class A common stock⁽²⁾	04/23/2013		F		60,000	D	$17	66,433	D
Class A common stock⁽²⁾	04/23/2013		D		40,000	D	$17	26,433	D
Class A common stock⁽³⁾	06/13/2013		M		40,000	A	⁽⁴⁾	66,433	D
Class A common stock⁽³⁾	06/13/2013		F		18,029	D	$17.5	48,404	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	⁽⁵⁾	01/17/2013		A		478		⁽⁵⁾	⁽⁵⁾	Class A common stock	478	$0	37,978	D
Stock Options (right to buy)⁽²⁾	$10.2	04/23/2013		M			100,000	09/10/2012	09/10/2017	Class A common stock	100,000	$0	0	D
IPO Units⁽³⁾	⁽⁴⁾	06/13/2013		M			40,000	⁽⁴⁾	⁽⁴⁾	Class A common stock	40,000	$0	40,000	D

Explanation of Responses:

1. The transactions represent the reporting person's investment in Coty Inc.'s Platinum Program and receipt of Restricted Stock Units to match the reporting person's investment.

2. The transactions represent exercises of vested options for cash.

3. The transactions represent vesting and settlement of IPO Units on June 13, 2013, and withholding of shares of Class A common stock upon settlement to pay withholding taxes.

4. Upon vesting, each IPO Unit settles for one share of Class A common stock of Coty Inc. The remaining IPO Units vest on June 13, 2014.

5. Upon vesting, each Restricted Stock Unit settles for one share of Class A common stock of Coty Inc. 478 Restricted Stock Units acquired on January 17, 2013 vest on January 17, 2018. In addition, 37,500 Restricted Stock Units vest on September 25, 2017.

	/s/ Nina Ayer, Attorney-in-Fact	06/17/2013
	** 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 4 (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).
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