0000904454-13-001294.txt : 20131217 0000904454-13-001294.hdr.sgml : 20131217 20131217170221 ACCESSION NUMBER: 0000904454-13-001294 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131213 FILED AS OF DATE: 20131217 DATE AS OF CHANGE: 20131217 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COTY INC. CENTRAL INDEX KEY: 0001024305 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133823358 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 350 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10118 BUSINESS PHONE: 212-479-4300 MAIL ADDRESS: STREET 1: 350 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10118 FORMER COMPANY: FORMER CONFORMED NAME: COTY INC / DATE OF NAME CHANGE: 19961004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Seventh Berkshire Associates LLC CENTRAL INDEX KEY: 0001505181 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 131282817 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Partners LLC CENTRAL INDEX KEY: 0001312988 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 131282818 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: Berkshire Partners LLC (d/b/a Stockbridge Investors) DATE OF NAME CHANGE: 20120313 FORMER NAME: FORMER CONFORMED NAME: Berkshire Partners LLC DATE OF NAME CHANGE: 20041229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Investors III LLC CENTRAL INDEX KEY: 0001505184 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 131282819 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Investors IV LLC CENTRAL INDEX KEY: 0001505185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 131282820 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKSHIRE FUND VII-A L.P. CENTRAL INDEX KEY: 0001374108 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 131282821 BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 617-227-0050 MAIL ADDRESS: STREET 1: ONE BOSTON PLACE CITY: BOSTON STATE: MA ZIP: 02108 FORMER NAME: FORMER CONFORMED NAME: BERKSHIRE FUND VII-A L P DATE OF NAME CHANGE: 20060829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKSHIRE FUND VII L.P. CENTRAL INDEX KEY: 0001374109 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 131282816 BUSINESS ADDRESS: STREET 1: C/O BERKSHIRE PARTNERS LLC STREET 2: 200 CLARENDON STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-227-0050 MAIL ADDRESS: STREET 1: C/O BERKSHIRE PARTNERS LLC STREET 2: 200 CLARENDON STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: BERKSHIRE FUND VII L P DATE OF NAME CHANGE: 20060829 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-12-13 0001024305 COTY INC. COTY 0001312988 Berkshire Partners LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001505181 Seventh Berkshire Associates LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001374109 BERKSHIRE FUND VII L.P. C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001374108 BERKSHIRE FUND VII-A L.P. C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001505185 Berkshire Investors IV LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001505184 Berkshire Investors III LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2013-12-13 4 J 0 3900276 0 D 15044679 I See Footnotes Common Stock 2013-12-13 4 J 0 29932 0 D 115457 D Common Stock 2013-12-13 4 J 0 69792 0 D 269212 D Common Stock 34167 I See Footnotes Represents a pro-rata distribution to partners and members and, with respect to certain Reporting Persons, includes subsequent distributions by the general partner or managing member to their respective partners or members. Represents shares of Class B Common Stock held indirectly by Berkshire Partners LLC ("Berkshire Partners") and Seventh Berkshire Associates LLC ("7BA"). Each share of Class B Common Stock is convertible to Class A Common Stock on a one-for-one basis. Berkshire Fund VII, L.P. ("Fund VII") distributed 3,285,957 shares and, following such distribution, owns 12,675,043 shares of Class B Common Stock. Berkshire Fund VII-A, L.P. ("Fund VII-A") distributed 614,319 shares and, following such distribution, owns 2,369,636 shares of Class B Common Stock. 7BA is the sole general partner of Fund VII and Fund VII-A. Berkshire Partners and 7BA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of Berkshire Partners and 7BA disclaims beneficial ownership of any securities, except to the extent of its pecuniary interest therein. Represents shares of Class B Common Stock held directly by Berkshire Investors III LLC ("BI3"). BI3 may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Represents shares of Class B Common Stock held directly by Berkshire Investors IV LLC ("BI4" and together with Fund VII, Fund VII-A and BI3, the "Berkshire Entities"). BI4 may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Represents Class A Common Stock Restricted Stock Units in which Berkshire Partners has an economic interest and that were received by Bradley M. Bloom, a managing member of, or managing member of the general partner of, each of the Berkshire Entities, in connection with his service on the Board of Directors of the Issuer. One or more of the Reporting Persons are party to a stockholders agreement that relates to the voting of the shares covered by this Report and, as such, may be deemed to be a member, or members, of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. The filing of this Report is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest. /s/ Sharlyn C. Heslam, Managing Director, Berkshire Partners LLC 2013-12-17 /s/ Sharlyn C. Heslam, Managing Director, Berkshire Investors III LLC 2013-12-17 /s/ Sharlyn C. Heslam, Managing Director, Seventh Berkshire Associates LLC 2013-12-17 /s/ Sharlyn C. Heslam, Managing Director of Seventh Berkshire Associates LLC, the general partner of Berkshire Fund VII, L.P. 2013-12-17 /s/ Sharlyn C. Heslam, Managing Director of Seventh Berkshire Associates LLC, the general partner of Berkshire Fund VII-A, L.P. 2013-12-17 /s/ Sharlyn C. Heslam, Managing Director, Berkshire Investors IV LLC 2013-12-17