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^*

Laubies Pierre

(Last)

(First)

(Middle)

350 FIFTH AVENUE

(Street)

NEW YORK

10118

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2020

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	02/27/2020		S		3,260,329⁽¹⁾⁽²⁾	D	$11.4937	0	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)
Series A-1 Preferred Stock	⁽³⁾⁽⁴⁾	02/27/2020		D			6,925,341⁽⁵⁾	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A common stock	6,925,341	$2.7437	980,000	I	By Elmfort Invest B.V.
Series A-1 Preferred Stock	⁽⁶⁾⁽⁷⁾	02/27/2020		D			980,000⁽⁵⁾	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Class A common stock	980,000	$0	0	D

Explanation of Responses:

1. The total holdings reflect an adjustment of 41,654 additional shares of Class A Common Stock ("Common Stock") acquired as a result of dividend reinvestment pursuant to the reporting person's participation in the Coty Stock Dividend Reinvestment Program.

2. On February 27, 2020, Cottage Holdco B.V. and Pierre Laubies entered into a stock purchase agreement pursuant to which Mr. Laubies agreed to sell, and Cottage Holdco B.V. agreed to purchase, 3,260,329 shares of Common Stock held by Mr. Laubies.

3. With respect to the 6,925,341 shares of Series A-1 Preferred Stock issued to Mr. Laubies on February 4, 2019 (the "February Shares"), the Issuer may redeem such shares at a redemption price equal to the lower of cost or then current fair market value if Mr. Laubies is terminated prior to November 12, 2023 (other than due to death or disability). The Issuer's right to redeem the February Shares at the lower of cost or then current fair market value shall lapse as follows: 60% on November 12, 2021, 20% on November 12, 2022 and 20% on November 12, 2023; provided, that if Mr. Laubies is terminated without Cause or for Good Reason within 12 months following a change in control of the Issuer occurring after November 12, 2019, the redemption right shall lapse in full.

4. The February Shares, to the extent vested, may be exchanged for cash or shares of Common Stock, at Mr. Laubies' election, at any time on or prior to November 12, 2025; provided that this right expires upon the earlier of (i) November 12, 2025, or (ii) on or after the first anniversary of his termination due to death or disability, in each case, so long as Mr. Laubies has made an aggregate investment of at least $20,000,000 in the Issuer's Common Stock. The amount received upon exchange will equal, at the Issuer's election: (i) an amount in cash equal to (A) the fair market value of a share of Common Stock on the exchange date minus (B) $8.75, subject to adjustment (such difference, the "February Shares Preferred Net Value"), or (ii) the number of shares of Common Stock whose aggregate value, as measured by the fair market value of the Common Stock on the exchange date, is equal to the February Shares Preferred Net Value.

5. On February 27, 2020, Coty Inc. (the "Company"), Mr. Laubies and Elmfort Invest B.V. entered into a purchase agreement pursuant to which Mr. Laubies and Elmfort Invest B.V. agreed to sell, and the Company agreed to purchase, all of the shares of Series A-1 Preferred Stock held directly and indirectly by Mr. Laubies.

6. The Issuer's redemption right with respect to the 980,000 shares issued to Mr. Laubies on June 19, 2019 (the "June Shares") lapses with respect to 60% on May 10, 2022, 20% on May 10, 2023 and 20% on May 10, 2024; provided, that if Mr. Laubies is terminated without Cause or for Good Reason within 12 months following a change in control of the Issuer occurring after May 10, 2019, the redemption right shall lapse in full.

7. The June Shares, to the extent vested, may be exchanged for cash or shares of Common Stock, at the Mr. Laubies' election, at any time on or prior to May 10, 2025; provided that this right expires upon the earlier of (i) May 10, 2025, or (ii) on or after the first anniversary of his termination due to death or disability, in each case, so long as Mr. Laubies maintains his investment of $7,500,000 in the Common Stock. The amount received upon exchange will equal, at the Issuer's election: (i) an amount in cash equal to (A) the fair market value of a share of Common Stock on the exchange date minus (B) $14.48, subject to adjustment (such difference, the "June Shares Preferred Net Value"), or (ii) the number of shares of Common Stock whose aggregate value, as measured by the fair market value of the Common Stock on the exchange date, is equal to the June Shares Preferred Net Value.

Remarks:

	/s/ Christina Kiely Attorney-in-fact	03/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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