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)
OOSTERDOKSSTRAAT 80

(Street)
AMSTERDAM P7 NL 1011 DK

(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)
04/30/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 04/30/2019 P 150,000,000(1) A $11.65 450,908,041 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)
OOSTERDOKSSTRAAT 80

(Street)
AMSTERDAM P7 NL 1011 DK

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

(Last) (First) (Middle)
OOSTERDOKSSTRAAT 80

(Street)
AMSTERDAM P7 NL 1011 DK

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

(Last) (First) (Middle)
OOSTERDOKSSTRAAT 80

(Street)
AMSTERDAM P7 NL 1011 DK

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

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

(Street)
VIENNA C4 A-1090

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

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

(Street)
VIENNA C4 A-1090

(City) (State) (Zip)
Explanation of Responses:
1. Purchased pursuant to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 13, 2019 (together with any subsequent amendments or supplements thereto) relating to the offer by Cottage Holdco B.V. to purchase up to 150,000,000 of the outstanding shares of Class A Common Stock, par value $0.01 per share (the "Shares"), of Coty Inc. at a price of $11.65 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 13, 2019 (together with any amendments or supplements thereto) and in the related Letter of Transmittal (together with any amendments or supplements thereto). The tender offer expired at 5:00 p.m., New York City time, on Friday, April 26, 2019. 336,614,903 Shares were validly tendered and not properly withdrawn, of which 150,000,000 were accepted for purchase by Cottage Holdco B.V. on April 30, 2019.
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.
/s/ Merel Broers and /s/ Constantin Thun, Managing Director of Cottage Holdco B.V. 05/01/2019
/s/ Merel Broers and /s/ Constantin Thun, Managing Director of JAB Cosmetics B.V. 05/01/2019
/s/ Merel Broers and /s/ Constantin Thun, Managing Director of JAB Holdings B.V. 05/01/2019
/s/ Joachim Creus, Authorized Representative of Agnaten SE 05/01/2019
/s/ Joachim Creus, Authorized Representative of Lucresca SE 05/01/2019
** 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 4 (b)(v).
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