Edgar Filing: COTY INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Scannavini Michele

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
_____ Officer (give title below)	__X__ Other (specify below)
Former CEO and director

(Last)

(First)

(Middle)

COTY INC., 350 FIFTH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2014

(Street)

NEW YORK, NY 10118

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock ⁽¹⁾	09/29/2014		M		404,700	A	$ 10.2	1,451,700	D
Class A common stock ⁽¹⁾	09/29/2014		M		200,000	A	$ 8.25	1,651,700	D
Class A common stock ⁽¹⁾	09/29/2014		M		300,000	A	$ 6.4	1,951,700	D
Class A common stock ⁽¹⁾	09/29/2014		M		520,000	A	$ 9.2	2,471,700	D
Class A common stock ⁽¹⁾	09/29/2014		D		2,441,700	D	$ 17.214	30,000	D
Class A common stock ⁽²⁾	09/30/2014		D		30,000	D	$ 0	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy) ⁽¹⁾

$ 10.2

09/29/2014

404,700

⁽³⁾

12/29/2014

Class A common stock

404,700

$ 10.2

Stock Option (right to buy) ⁽¹⁾

$ 8.25

09/29/2014

200,000

09/08/2014⁽³⁾

12/29/2014

Class A common stock

200,000

$ 8.25

Stock Option (right to buy) ⁽¹⁾

$ 6.4

09/29/2014

300,000

01/07/2014⁽³⁾

12/29/2014

Class A common stock

300,000

$ 6.4

Stock Option (right to buy) ⁽¹⁾

$ 9.2

09/29/2014

520,000

09/29/2014⁽³⁾

12/29/2014

Class A common stock

520,000

$ 9.2

Stock Option (right to buy) ⁽²⁾

$ 9.2

09/30/2014

291,660

12/03/2015

01/10/2020

Class A common stock

291,660

$ 9.2

Stock Option (right to buy) ⁽²⁾

$ 10.5

09/30/2014

600,000

09/22/2016

09/22/2021

Class A common stock

600,000

$ 10.5

Stock Option (right to buy) ⁽²⁾

$ 10.5

09/30/2014

291,163

01/10/2017

01/10/2022

Class A common stock

291,163

$ 10.5

Restricted Stock Units ⁽²⁾

⁽²⁾

09/30/2014

524,662

⁽²⁾

Class A common stock

524,662

⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Scannavini Michele COTY INC. 350 FIFTH AVENUE NEW YORK, NY 10118				Former CEO and director

Signatures

/s/ Michelle Garcia, Attorney-in-Fact		10/01/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On September 29, 2014, the issuer and the reporting person entered into an agreement (the "Agreement") requiring the reporting person to sell, and the issuer to purchase, all of the Class A Common Stock of the issuer held directly or indirectly by the reporting person, including any shares of Class A Common Stock issuable upon exercise of outstanding stock options (the "Shares"). The sale of the Shares must occur on or prior to January 27, 2015, and the price per share shall be $17.2140, which is the average closing price of the issuer's Class A Common Stock on the New York Stock Exchange for the five business days prior to September 29, 2014. A portion of the Shares will be sold for the payment of withholding taxes and the exercise price of the stock options.
(2)	The transactions represent forfeiture of shares of restricted stock, restricted stock units and matching stock options under the issuer's equity compensation plans. The equity was forfeited upon the effectiveness of the reporting person's resignation as CEO.
(3)	The stock options will expire on December 29, 2014 and are exercisable at any time prior to expiration. The 520,000 stock options with an exercise price of $9.20 vested on September 29, 2014 pursuant to the Agreement.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.