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Form 4 COTY INC. For: Apr 14 Filed by: de Talhouet Patrice

April 17, 2015 7:48 PM EDT
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 *
de Talhouet Patrice
(Last) (First) (Middle)
350 FIFTH AVENUE
(Street)
NEW YORK NY 10118
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COTY INC. [ COTY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2015
4. 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 Acquired, Disposed of, or Beneficially Owned
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
Class A common stock 04/14/2015   M   51,381 A $ 0 168,587 D  
Class A common stock 04/14/2015   M   21,141 A $ 0 189,728 D  
Class A common stock 04/15/2015   P   17,569 A $ 24.86 207,297 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units (1) 04/14/2015   M     51,381   (1)   (1) Class A common stock 51,381.00 $ 0 46,694 D  
Restricted Stock Units (2) 04/14/2015   M     21,141   (2)   (2) Class A common stock 21,141.00 $ 0 25,553 D  
Series A Preferred Stock (right to buy) (3) 04/15/2015   A   621,633     (3) 04/15/2025 Class A common stock 621,633.00 $ 0.01 621,633 D  
Explanation of Responses:
1. Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of Coty Inc. Vesting of Restricted Stock Units was accelerated from January 1, 2019 to April 14, 2015.
2. Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of Coty Inc. Vesting of Restricted Stock Units was accelerated from February 18, 2019 to April 14, 2015.
3. Upon vesting, each Series A Preferred Stock can be exchanged for up to one share of Class A Common Stock. The Series A Preferred Stock vest on April 15, 2020, subject to certain vesting conditions and exceptions.
/s/ Nina Ayer, Attorney-in-Fact 04/17/2015
** 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.

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