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* FEINBERG STEPHEN (Last) (First) (Middle) C/O CERBERUS CAPITAL MANAGEMENT, L.P. 875 THIRD AVENUE, 11TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/01/2016	3. Issuer Name and Ticker or Trading Symbol AVON PRODUCTS INC [ AVP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)(2)(3)	(1)(2)(3)	Common Stock	87,000,000	$5(1)(2)(3)	I	By limited partnership(1)(2)(3)

1. Name and Address of Reporting Person* FEINBERG STEPHEN (Last) (First) (Middle) C/O CERBERUS CAPITAL MANAGEMENT, L.P. 875 THIRD AVENUE, 11TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cleveland Apple Investor L.P. (Last) (First) (Middle) C/O CERBERUS CAPITAL MANAGEMENT, L.P. 875 THIRD AVENUE, 11TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Avatar GP, LLC (Last) (First) (Middle) C/O CERBERUS CAPITAL MANAGEMENT, L.P. 875 THIRD AVENUE, 11TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Based on the information set forth in the Annual Report on Form 10-K of Avon Products, Inc., a New York corporation (the "Company"), filed on February 23, 2016 with the Securities and Exchange Commission, there were 435,472,459 shares of the common stock, par value $0.25 per share (the "Common Stock"), of the Company issued and outstanding as of January 31, 2016. Pursuant to an investment agreement, dated December 17, 2015, by and between the Company and Cleveland Apple Investor L.P., a Delaware limited partnership ("Cleveland Investor"), as of March 1, 2016 (the "Closing Date") and the date of filing of this statement (the "Filing Date"), Cleveland Investor holds 435,000 shares of Series C Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company.

2. The shares of Preferred Stock as of the Closing Date are convertible at Cleveland Investor's option into 87,000,000 shares of the Common Stock, or approximately 16.7% of the Common Stock deemed issued and outstanding, based on the initial conversion price of $5.00 per share, subject to certain adjustments. Avatar GP, LLC, a Delaware limited liability company, serves as the sole general partner of Cleveland Investor. Stephen Feinberg serves as the sole managing member of Avatar GP. Accordingly, as of the Closing Date and the Filing Date, each of Cleveland Investor, Avatar GP and Stephen Feinberg (collectively, the "Reporting Persons") may be deemed to beneficially own 87,000,000 shares of the Common Stock, or approximately 16.7% of the Common Stock deemed issued and outstanding as of the Closing Date and the Filing Date.

3. Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that he or it is the member of a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	/s/ Stephen Feinberg, individually, and in his capacity as managing member of Avatar GP, LLC, the general partner of Cleveland Apple Investor L.P.	03/11/2016
	CLEVELAND APPLE INVESTOR L.P., By: Avatar GP, LLC, its general partner, By: /s/ Stephen Feinberg, Authorized Signatory	03/11/2016
	AVATAR GP, LLC, By: /s/ Stephen Feinberg, Authorized Signatory	03/11/2016
	** Signature of Reporting Person	Date
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