| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AVON PRODUCTS INC [ AVP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Preferred Stock | $5 | 03/31/2016 | J | 0(1)(2) | (2) | (2) | Common Stock | 51,524(2) | (1) | 87,051,524(2)(3) | I(1)(2)(3) | By limited partnership | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to the Certificate of Amendment of the Certificate of Incorporation (the "Series C Certificate") of Avon Products, Inc. (the "Company"), holders of shares of Series C Preferred Stock of the Company ("Preferred Stock") are entitled to participate ratably on an as-converted basis with the holders of the common stock of the Company ("Common Stock") in all dividends with respect to shares of Common Stock. In addition, cumulative dividends, whether or not declared, accrue daily with respect to Preferred Stock and are calculated and payable on a quarterly basis on the last day of each fiscal quarter. As a result of the accrued dividend on March 31, 2016 (the "Accrued Dividend Date") to holders of shares of Preferred Stock, the Reporting Persons may, as of the Accrued Dividend Date, convert their shares of Preferred Stock into an additional amount of shares of Common Stock as set forth below. |
| 2. The shares of Preferred Stock are convertible into shares of Common Stock at any time at the holder's discretion based on a conversion rate of $5.00 per share, subject to adjustments. Pursuant to the terms of the Series C Certificate, shares of Preferred Stock are not convertible into more than 87,051,524 shares of Common Stock (the "Conversion Cap"). As a result of the accrued dividend described above and the Conversion Cap, the Reporting Persons are deemed to beneficially own an additional 51,524 shares of Common Stock as of the Accrued Dividend Date and a total of 87,051,524 shares of Common Stock as of the date of the filing of this Statement. |
| 3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| /s/ Stephen Feinberg, individually, and in his capacity as managing member of Avatar GP, LLC, the general partner of Cleveland Apple Investor L.P. | 04/04/2016 | |
| CLEVELAND APPLE INVESTOR L.P./ By: Avatar GP, LLC, its general partner, By: /s/ Stephen Feinberg, Authorized Signatory | 04/04/2016 | |
| AVATAR GP, LLC, /s/ Stephen Feinberg, Authorized Signatory | 04/04/2016 | |
| ** 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 4 (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. | ||