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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COTY INC. [ COTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class B Common Stock | 06/18/2013 | S | 6,793,478 | D | $16.8875 | 20,380,435 | D(1)(2)(3)(4)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Following the disposition of 6,793,478 shares of Class B Common Stock reported in Table I, Worldwide Beauty Onshore L.P. and Worldwide Beauty Offshore L.P. hold directly 20,380,435 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, following the disposition of 6,793,478 shares of Class B Common Stock reported in Table I, may be deemed to be the beneficial owner of 20,380,435 shares of Class B Common Stock. |
3. Rhone Capital III L.P. is the sole member of Worldwide Beauty GP L.L.C. and, following the disposition of 6,793,478 shares of Class B Common Stock reported in Table I, may be deemed to be the beneficial owner of 20,380,435 shares of Class B Common Stock. |
4. Rhone Holdings III L.L.C. is the General Partner of Rhone Capital III L.P. and, following the disposition of 6,793,478 shares of Class B Common Stock reported in Table I, may be deemed to be the beneficial owner of 20,380,435 shares of Class B Common Stock. Rhone Capital L.L.C. is the sole member of Rhone Holdings III L.L.C. and, following the disposition of 6,793,478 shares of Class B Common Stock reported in Table I, may be deemed to be the beneficial owner of 20,380,435 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. |
/s/ M. Allison Steiner, Authorized Signatory for Rhone Capital L.L.C. | 06/18/2013 | |
/s/ M. Allison Steiner, Authorized Signatory for Rhone Holdings III L.L.C. | 06/18/2013 | |
/s/ M. Allison Steiner, Authorized Signatory for Rhone Capital III L.P. | 06/18/2013 | |
/s/ M. Allison Steiner, Authorized Signatory for Rhone Group L.L.C. | 06/18/2013 | |
/s/ M. Allison Steiner, Authorized Signatory for Worldwide Beauty GP L.L.C. | 06/18/2013 | |
/s/ M. Allison Steiner, Authorized Signatory for Worldwide Beauty Offshore L.P. | 06/18/2013 | |
/s/ M. Allison Steiner, Authorized Signatory for Worldwide Beauty Onshore L.P. | 06/18/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |