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*
Cottage Holdco B.V.

(Last) (First) (Middle)
PIET HEINKADE 55

(Street)
AMSTERDAM P7 NL-1019 GM

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/02/2020
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 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)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 per share 03/12/2020 P 3,260,329(1) A $11.4937 461,299,223 D(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Cottage Holdco B.V.

(Last) (First) (Middle)
PIET HEINKADE 55

(Street)
AMSTERDAM P7 NL-1019 GM

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JAB Cosmetics B.V.

(Last) (First) (Middle)
PIET HEINKADE 55

(Street)
AMSTERDAM P7 NL-1019 GM

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JAB Holdings B.V.

(Last) (First) (Middle)
PIET HEINKADE 55

(Street)
AMSTERDAM P7 NL-1019 GM

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Agnaten SE

(Last) (First) (Middle)
ROOSEVELTPLATZ 4-5 TOP 10

(Street)
VIENNA A-1090

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lucresca SE

(Last) (First) (Middle)
ROOSEVELTPLATZ 4-5 TOP 10

(Street)
VIENNA A-1090

(City) (State) (Zip)
Explanation of Responses:
1. On March 12, 2020, Cottage Holdco B.V. and Pierre Laubies entered into a stock purchase agreement (the "Stock Purchase Agreement") pursuant to which Mr. Laubies agreed to sell, and Cottage Holdco B.V. agreed to purchase, 3,260,329 shares of Class A Common Stock held by Mr. Laubies.
2. The Shares described in this report are held by Cottage Holdco B.V., a direct or indirect subsidiary of each other Reporting Person herein. As such, each other Reporting Person herein may be deemed to beneficially own such Shares held by Cottage Holdco B.V. Each of the Reporting Persons disclaims any beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.
Remarks:
The original Form 4 filed on March 2, 2020, as amended by the Form 4/A filed on March 16, 2020, is hereby amended and restated by this Form 4/A. This Form 4/A reflects an additional 7,130,853 shares of Coty Inc.'s Class A Common Stock disclosed under the heading "Amount of Securities Beneficially Owned Following Reported Transaction" as being held by Cottage Holdco B.V. Such additional shares were previously acquired pursuant to Coty Inc.'s stock dividend reinvestment program in transactions exempt from Section 16 of the Securities Exchange Act pursuant to Rule 16a-11.
/s/ Joachim Creus, Managing Director of Cottage Holdco B.V. 03/19/2020
/s/ Fabien Simon, Managing Director of Cottage Holdco B.V. 03/19/2020
/s/ Joachim Creus, Managing Director of JAB Holdings B.V. as Managing Director of JAB Cosmetics B.V. 03/19/2020
/s/ Fabien Simon, Managing Director of JAB Holdings B.V. as Managing Director of JAB Cosmetics B.V. 03/19/2020
/s/ Joachim Creus, Managing Director of JAB Holdings B.V. 03/19/2020
/s/ Fabien Simon, Managing Director of JAB Holdings B.V. 03/19/2020
/s/ Joachim Creus, Authorized Representative of Agnaten SE 03/19/2020
/s/ Joachim Creus, Authorized Representative of Lucresca SE 03/19/2020
** 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).
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