SEC FORM 3

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^*

Salsberg Brian

(Last)

(First)

(Middle)

C/O AVON PRODUCTS, INC.

777 THIRD AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2014

3. Issuer Name and Ticker or Trading Symbol
AVON PRODUCTS INC [ AVP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	38,986	$0⁽³⁾	D
Restricted Stock Units⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	17,057	$0⁽³⁾	D
Restricted Stock Units⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	23,761	$0⁽³⁾	D
Deferred Stock Units⁽³⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	134.074	⁽³⁾	D

Explanation of Responses:

1. The reporting person has irrevocably elected to satisfy all withholding tax due upon the delivery of shares by authorizing Avon Products, Inc. to withhold a sufficient amount of shares to satisfy such tax obligation.

2. 50% of the restricted stock units vest on October 15, 2014 and 50% vest on October 15, 2015.

3. Units correspond 1-for-1 with common stock.

4. 100% of the restricted stock units vest on October 15, 2016.

5. 100% of the restricted stock units vest on March 13, 2017.

6. Under the Deferred Compensation Plan (the "Plan") a reporting person may transfer amounts out of the Avon Stock Fund into an alternative investment fund under the Plan at any time. Under the Plan, units are payable in cash following retirement, termination of the reporting person's employment with the company or, while still in service, on a date or series of dates pursuant to a lump sum or installment pay-out election.

	Cara Schembri, Attorney-In-Fact	05/13/2014
	** 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.
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