Coty (COTY) Form 4/A COTY / Ayesha Zafar ownership change

SEC Form 4

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^*

Zafar Ayesha

(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)
SVP Group Controller

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/21/2021

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	09/04/2021		M		13,975	A	$0	47,435	D
Class A common stock	09/04/2021		F		5,375(1)	D	$0	42,060(1)	D
Class A common stock	09/07/2021		M		3,221(2)	A	$0	45,281(2)	D
Class A common stock	09/07/2021		F		1,229(3)	D	$0	44,052(3)	D
Class A common stock	10/05/2021		M		2,398(4)	A	$0	46,450	D
Class A common stock	10/05/2021		F		915(5)	D	$0	45,535	D
Class A common stock	10/19/2021		M		24,922	A	$0	70,457	D
Class A common stock	10/19/2021		F		9,503(6)	D	$0	60,954(6)	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	(7)	09/04/2021		M			14,095	(7)	(7)	Class A common stock	14,095	$0	119,669	D
Restricted Stock Units	(7)	09/07/2021		M			3,221(2)	(7)	(7)	Class A common stock	3,221(2)	$0	116,448	D
Restricted Stock Units	(7)	10/05/2021		M			2,398(4)	(7)	(7)	Class A common stock	2,398	$0	114,050	D
Restricted Stock Units	(7)	10/19/2021		M			24,922	(7)	(7)	Class A common stock	24,922	$0	89,128	D
Restricted Stock Units	(8)	10/19/2021		A		29,754		(8)	(8)	Class A common stock	29,754	$0	118,882	D

Explanation of Responses:

1. This Form 4/A is filed to correct the number of shares withheld to cover for taxes as described in this footnote. The Company withheld shares of common stock to satisfy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on September 4, 2021.

2. This Form 4/A is being filed to include the vesting of certain Restricted Stock Units on September 7, 2021.

3. This Form 4/A is filed to correct the number of shares withheld to cover for taxes as described in this footnote. The Company withheld shares of common stock to satisfy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on September 7, 2021.

4. This Form 4/A is being filed to correct the number of Restricted Stock Units that vested on October 5, 2021.

5. This Form 4/A is filed to correct the number of shares withheld to cover for taxes as described in this footnote. The Company withheld shares of common stock to satisfy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on October 5, 2021.

6. This Form 4/A is filed to correct the number of shares withheld to cover for taxes as described in this footnote. The Company withheld shares of common stock to satisfy the tax withholding obligation for the Reporting Person's Restricted Stock Units that vested on October 19, 2021.

7. Upon vesting, each Restricted Stock Unit settled for one share of Class A Common Stock of the Issuer.

8. Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of the Issuer. Subject to certain vesting conditions and exceptions, the Restricted Stock Units vest as follows: 25% on October 19, 2022, 25% on October 19, 2023 and 50% on October 19, 2024.

Remarks:

	/s/ Christina Kiely, Attorney-in-Fact	11/17/2021
	** 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).
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