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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/13/2013 |
3. Issuer Name and Ticker or Trading Symbol
COTY INC. [ COTY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 4,668,810 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Restricted Stock Units | (1) | (1) | Class A common stock | 52,500 | (1) | D | |
Class B common stock | (2) | (2) | Class A common stock(2) | 6,268,131(3) | $0.00 | I | By corporation(3) |
Obligation to Sell(4) | 06/12/2013 | (5) | Class A common stock | 871,118(3) | $16.8875 | I | By corporation(3) |
Explanation of Responses: |
1. Upon vesting, each Restricted Stock Unit will settle for one share of Class A common stock of Coty Inc. 22,500 Restricted Stock Units vest on November 15, 2016, and 30,000 Restricted Stock Units vest on November 15, 2017. |
2. Class B common stock is convertible to Class A common stock on a one-for-one basis. |
3. The reporting person may be deemed to have an indirect pecuniary interest representing less than 2% of the shares held by JAB Holdings II BV ("JAB II"). The reporting person disclaims such pecuniary interest except to the extent, if any, it is realized. |
4. Pursuant to an underwriting agreement dated June 12, 2013, JAB II is obligated to sell 43,555,901 shares of Class A common stock to the underwriter parties to such agreement. |
5. The underwriting agreement referenced in footnote (4) does not specify an express termination date. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Michelle Garcia, Attorney-in-Fact | 06/13/2013 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |