X0306 4 2019-12-30 0 0000008868 AVON PRODUCTS INC AVP 0001472194 Fernandez Calero Miguel Angel C/O AVON PRODUCTS, INC., 1 AVON PLACE SUFFERN NY 10901 0 1 0 0 Global President Restricted Stock Units 2019-12-30 4 M 0 612437 D Common Stock 612437 0 D Restricted Stock 2019-12-30 4 M 0 612437 A Common Stock 612437 612437 D Restricted Stock 2019-12-30 4 F 0 190351 D Common Stock 190351 422086 D Restricted Stock 2019-12-30 4 A 0 381567 A Common Stock 381567 381567 D Restricted Stock 2019-12-30 4 F 0 120246 D Common Stock 120246 261321 D Restricted stock units and restricted stock convert into common stock on a 1-for-1 basis. Restricted Stock Units were granted on 8/21/2017, 3/14/2018 and 3/13/2019 and were scheduled to vest into common stock on 8/21/20, 3/14/2021 and 3/13/2022. In anticipation of Avon Products, Inc.'s upcoming merger with Natura Cosmeticos S.A. (the "Upcoming Merger") and with approval of the Compensation and Management Development Committee of the Board of Directors, the Units were converted into restricted stock on 12/30/19 and retain the Units' original vesting date and will vest as follows: 81,028 on 8/21/20; 84,336 on 3/14/21; and 256,721 on 3/13/22. Represents shares withheld for tax purposes. Shares calculated for withholding at the closing price on the date of the transaction, or $5.70. In anticipation of the Upcoming Merger and with approval of the Compensation and Management Development Committee of the Board of Directors, previously granted performance-based restricted stock units (PSUs) were converted into restricted stock on 12/30/19. The restricted stock granted in place of the PSUs retain the PSUs' original vesting dates and vest as follows: 68,064 on 8/21/20; 86,588 on 3/14/21; and 106,669 on 3/13/22. Ginny Edwards, Attorney-In-Fact 2020-01-02