Coty (COTY) Form 4 COTY / Holdings B.V. JAB 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^*

JAB Cosmetics B.V.

(Last) (First) (Middle)

OUDEWEG 147

(Street)

HAARLEM P7 2031 CC

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2015

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.01 per share	08/24/2015		P		174,400(1)	A	$27.8851(2)	2,149,871	D
Class A Common Stock, par value $0.01 per share	08/25/2015		P		160,000(1)	A	$28.2165(3)	2,309,871	D
Class A Common Stock, par value $0.01 per share	08/25/2015		P		14,400(1)	A	$28.6847(4)	2,324,271	D
Class A Common Stock, par value $0.01 per share	08/26/2015		P		174,400(1)	A	$28.0301(5)	2,498,671	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

1. Name and Address of Reporting Person^*

JAB Cosmetics B.V.

(Last) (First) (Middle)

OUDEWEG 147

(Street)

HAARLEM P7 2031 CC

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Agnaten SE

(Last) (First) (Middle)

ROOSEVELTPLATZ 4-5

TOP 10

(Street)

VIENNA C4 A-1090

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lucresca SE

(Last) (First) (Middle)

ROOSEVELTPLATZ 4-5

TOP 10

(Street)

VIENNA C4 A-1090

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JAB Holdings B.V.

(Last) (First) (Middle)

OUDEWEG 147

(Street)

HAARLEM P7 2031 CC

(City) (State) (Zip)

Explanation of Responses:

1. Purchases made pursuant to a written plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance with Rule 10b-18 of the Exchange Act.

2. The shares were purchased in multiple transactions on August 24, 2015 at actual purchase prices ranging from $27.61 to $28.20 per share, exclusive of any fees, commissions or other expenses. The price reported reflects the weighted average purchase price for the transactions. The reporting persons undertake to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

3. The shares were purchased in multiple transactions on August 25, 2015 at actual purchase prices ranging from $27.63 to $28.61 per share, exclusive of any fees, commissions or other expenses. The price reported reflects the weighted average purchase price for the transactions. The reporting persons undertake to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

4. The shares were purchased in multiple transactions on August 25, 2015 at actual purchase prices ranging from $28.64 to $28.71 per share, exclusive of any fees, commissions or other expenses. The price reported reflects the weighted average purchase price for the transactions. The reporting persons undertake to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

5. The shares were purchased in multiple transactions on August 26, 2015 at actual purchase prices ranging from $27.71 to $28.40 per share, exclusive of any fees, commissions or other expenses. The price reported reflects the weighted average purchase price for the transactions. The reporting persons undertake to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

Remarks:

	/s/ Joachim Creus and /s/ Markus Hopmann as Managing Directors	08/26/2015
	/s/ Joachim Creus and /s/ Markus Hopmann as Authorized Representatives	08/26/2015
	/s/ Constantin Thun-Hohenstein and /s/ Dietmar Guetter as Authorized Representatives	08/26/2015
	/s/ Joachim Creus and /s/ Markus Hopmann as Managing Directors	08/26/2015
	** Signature of Reporting Person	Date
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