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^*

Thomas Jean-Claude

(Last)

(First)

(Middle)

1-3 CHEMIN LOUIS-HUBERT

1213 PETIT-LANCY

(Street)

GENEVA

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2019

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 of Supply Operations

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	22,298	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	45,329	⁽¹⁾	D
Stock Option (right to buy)	⁽²⁾	05/15/2029	Class A common stock	33,858	$13.29	D
Stock Option (right to buy)	⁽³⁾	11/10/2026	Class A common stock	24,258	$18.55	D
Stock Option (right to buy)	⁽⁴⁾	02/15/2029	Class A common stock	75,000	$11.08	D
Stock Option (right to buy)	09/22/2016	09/22/2021	Class A common stock	25,000	$10.5	D

Explanation of Responses:

1. Upon vesting, each Restricted Stock Unit ("RSU") settles for one share of Class A Common Stock of the Issuer. Subject to certain vesting conditions and exceptions, 13,312 of the RSUs 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 RSUs 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 RSUs vest as follows: 60% on October 5, 2019, 20% on October 5, 2020 and 20% on October 5, 2021. Subject to certain vesting conditions and exceptions, 1,243 RSUs vest on November 19, 2020, 5,870 RSU vest on September 21, 2020, 987 RSUs vest on June 4, 2020 and 8,000 RSUs vest on September 30, 2019.

2. Represents a 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 May 15, 2020 through May 15, 2025, the Reporting Person owns fewer than 11,286 shares of Class A Common Stock but more than 6,772 shares of Class A Common Stock, a pro rata portion of the matching Stock Option will be forfeited. If at any time starting on May 15, 2020 through May 15, 2025, the Reporting Person owns fewer than 6,772 shares of Class A Common Stock, the entire matching Stock Option will be forfeited.

3. Represents a 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 10, 2017 through November 10, 2021, the Reporting Person owns fewer than 8,086 shares of Class A Common Stock but more than 4,852 shares of Class A Common Stock, 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 4,852 shares of Class A Common Stock, the entire matching Stock Option will be forfeited.

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

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	Christina Kiely, Attorney-In-Fact	09/24/2019
	** 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.
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