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*
Rhone Capital L.L.C.

(Last) (First) (Middle)
630 FIFTH AVE, 27TH FLOOR

(Street)
NEW YORK NY 10111

(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 X 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)
Form filed by One Reporting Person
X 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 B Common Stock 27,173,913 I See Footnotes(1)(2)(3)(4)(5)
Class A Common Stock 24,167 I See Footnote(6)
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
1. Name and Address of Reporting Person*
Rhone Capital L.L.C.

(Last) (First) (Middle)
630 FIFTH AVE, 27TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Rhone Holdings III L.L.C.

(Last) (First) (Middle)
630 FIFTH AVE, 27TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Rhone Capital III L.P.

(Last) (First) (Middle)
630 FIFTH AVE, 27TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Rhone Group L.L.C.

(Last) (First) (Middle)
630 FIFTH AVE, 27TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Worldwide Beauty GP L.L.C.

(Last) (First) (Middle)
630 FIFTH AVE, 27TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Worldwide Beauty Offshore L.P.

(Last) (First) (Middle)
630 FIFTH AVE, 27TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Worldwide Beauty Onshore L.P.

(Last) (First) (Middle)
630 FIFTH AVE, 27TH FLOOR

(Street)
NEW YORK NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Worldwide Beauty Onshore L.P. and Worldwide Beauty Offshore L.P. hold directly 27,173,913 shares of Class B Common Stock.
2. Worldwide Beauty GP L.L.C. is the General Partner of Worldwide Beauty Onshore L.P. and Worldwide Beauty Offshore L.P. and may be deemed to be the beneficial owner of 27,173,913 shares of Class B Common Stock.
3. Rhone Capital III L.P. is the sole member of Worldwide Beauty GP L.L.C. and may be deemed to be the beneficial owner of 27,173,913 shares of Class B Common Stock.
4. Rhone Holdings III L.L.C. is the General Partner of Rhone Capital III L.P. and may be deemed to be the beneficial owner of 27,173,913 shares of Class B Common Stock. Rhone Capital L.L.C. is the sole member of Rhone Holdings III L.L.C. and may be deemed to be the beneficial owner of 27,173,913 shares of Class B Common Stock.
5. This Statement is being filed by Rhone Capital L.L.C., Rhone Holdings III L.L.C., Rhone Capital III L.P., Rhone Group L.L.C., Worldwide Beauty GP L.L.C., Worldwide Beauty Offshore L.P, and Worldwide Beauty Onshore L.P (collectively, the "Reporting Persons"). The principal business address of each Reporting Person is 630 Fifth Ave, 27th Floor, New York, New York 10111. One or more of the Reporting Persons are party to a stockholders agreement that relates to the voting of the shares covered by this Report and, as such, may be deemed to be a member, or members, of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. The filing of this Report is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest.
6. Represents Restricted Stock Units received by Steven Langman in connection with his service on the Board of Directors of the Issuer. Mr. Langman has an understanding with entities affiliated with Rhone Capital L.L.C. pursuant to which he holds the Restricted Stock Units for the benefit of entities affiliated with Rhone Capital L.L.C.
/s/ M. Allison Steiner, Authorized Signatory for Rhone Capital L.L.C. 06/13/2013
/s/ M. Allison Steiner, Authorized Signatory for Rhone Holdings III L.L.C. 06/13/2013
/s/ M. Allison Steiner, Authorized Signatory for Rhone Capital III L.P. 06/13/2013
/s/ M. Allison Steiner, Authorized Signatory for Rhone Group L.L.C. 06/13/2013
/s/ M. Allison Steiner, Authorized Signatory for Worldwide Beauty GP L.L.C. 06/13/2013
/s/ M. Allison Steiner, Authorized Signatory for Worldwide Beauty Offshore L.P. 06/13/2013
/s/ M. Allison Steiner, Authorized Signatory for Worldwide Beauty Onshore L.P. 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).
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