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^*

ESSILOR INTERNATIONAL /FI

(Last)

(First)

(Middle)

147, RUE DE PARIS

(Street)

CHARENTON-LE-PONT

94227

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2013

3. Issuer Name and Ticker or Trading Symbol
COSTA INC [ ATX ]

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)

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)
Class A Common Stock	0⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	See Footnotes⁽¹⁾⁽²⁾

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)

Explanation of Responses:

1. This Report is filed solely with respect to the Reporting Person ("Essilor") receiving certain voting/proxy rights in connection with the Agreement and Plan of Merger dated November 7, 2013 ("Merger Agreement") among Essilor, GWH Acquisition Sub Inc., a wholly-owned subsidiary of Essilor, and Costa Inc. ("Costa"), pursuant to which Essilor has agreed to acquire all the outstanding shares of common stock of Costa. Specifically, certain shareholders of Costa ("Shareholders") entered into Shareholder Agreements, each dated November 7, 2013 (together, "Shareholder Agreements"), pursuant to which each Shareholder has irrevocably appointed Essilor and each of its executive officers or other designees as such Shareholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to vote all such Shareholders' shares in favor of the merger and the Merger Agreement and against competing acquisition proposals.

2. As a result of these grants of irrevocable proxies to vote, Essilor is deemed to have beneficial ownership (as that term is defined in Rule 13d-3 of the Exchange Act) of a number of shares of Class A Common Stock in excess of 10% of the outstanding shares of Class A Common Stock for the purposes of determining the applicability of the Form 3 filing requirement, but Essilor has no pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in such shares as indicated in Table I. The form of Shareholder Agreement is attached as an exhibit to the Schedule 13D filed by Essilor on the date hereof, and is incorporated herein by reference.

Remarks:

	By: Carol Xueref, Director for Legal Affairs and Group Development	11/18/2013
	** 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.