SEC FORM 3

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^*

Hanrot Sophie

(Last)

(First)

(Middle)

14 RUE DE QUATRE SEPTEMBRE

(Street)

PARIS

75002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2019

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

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

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

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	13,477	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Class A common stock	39,409	⁽¹⁾	D
Stock Option (right to buy)	⁽²⁾	11/10/2026	Class A common stock	40,431	$18.55	D
Stock Option (right to buy)	⁽³⁾	02/15/2029	Class A common stock	125,000	$11.08	D
Stock Option (right to buy)	⁽⁴⁾	11/12/2028	Class A common stock	86,703	$8.65	D

Explanation of Responses:

1. Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of the Issuer. Subject to certain vesting conditions and exceptions, 23,492 of the Restricted Stock Units vest as follows: 60% on September 4, 2021, 20% on September 4, 2022 and 20% on September 4, 2023. Subject to certain vesting conditions and exceptions, 9,125 of the Restricted Stock Units vest as follows: 60% on September 7, 2020, 20% on September 7, 2021 and 20% on September 7, 2022. Subject to certain vesting conditions and exceptions, 6,792 of the Restricted Stock Units vest as follows: 60% on October 5, 2019, 20% on October 5, 2020 and 20% on October 5, 2021.

2. Represents matching Stock Options granted to the Reporting Person in connection with the Elite Program under the Issuer's Equity and Long-Term Incentive Plan. If at any time starting on November 10, 2017 through November 10, 2021, the Reporting Person owns fewer than 13,477 shares of Class A Common Stock but more than 8,086, a pro rata portion of the matching Stock Option will be forfeited. If at any time starting on November 10, 2017 through November 10, 2021, the Reporting Person owns fewer than 8,086, the entire matching Stock Option grant will be forfeited.

3. Represents a matching stock option grant awarded to the Reporting Person under the Issuer's Equity and Long-Term Incentive Plan. If any portion of the Reporting Person's matching stock options under the Elite program is forfeited due to the Reporting Person's failure to meet or maintain her Subscription Amount (as defined in the Elite Subscription Agreement), an equal percentage of this matching stock option grant will be forfeited. Subject to certain other vesting conditions and exceptions, this matching stock option grant vests and is exercisable as follows: 60% on February 15, 2022, 20% on February 15, 2023 and 20% on February 15, 2024.

4. Represents matching Stock Option granted to the Reporting Person in connection with the Elite Program under the Issuer's Equity and Long-Term Incentive Plan. If at any time starting on November 12, 2019 through November 12, 2023, the Reporting Person owns fewer than 28,901 shares of Class A Common Stock but more than 17,340, a pro rata portion of the matching Stock Option will be forfeited. If at any time starting on November 12, 2019 through November 12, 2023, the Reporting Person owns fewer than 17,340, the entire matching Stock Option grant will be forfeited.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	Christina Kiely, Attorney-In-Fact	07/10/2019
	** 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.
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.