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)
09/30/2016

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	09/30/2016		C(1)		262,062,370	A	(1)	271,118,041	D(2)

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
Class B Common Stock, par value $0.01 per share	(1)	09/30/2016		C			262,062,370	(1)	(1)	Class A Common Stock, par value $0.01 per share	262,062,370	(1)	0	D

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. Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis. Such share conversion is exempt from registration under the Securities Act of 1933, as amended, by reason of the exemption provided in Section 3(a)(9) thereunder.

2. This Statement is being filed by JAB Cosmetics B.V. ("JAB Cosmetics"), JAB Holdings B.V. ("JAB Holdings"), Agnaten SE ("Agnaten") and Lucresca SE ("Lucresca" and, together with JAB Cosmetics, JAB Holdings and Agnaten, the "Reporting Persons"). JAB Cosmetics is an indirect subsidiary of each of Agnaten and Lucresca. JAB Holdings is an indirect subsidiary of each of Agnaten and Lucresca and a direct stockholder of JAB Cosmetics. Other intervening subsidiaries are Donata Holdings B.V., JAB Holding Company s.a r.l., and JAB Investments s.a r.l. JAB, Agnaten and Lucresca are indirect beneficial owners of the reported securities, and each disclaims a pecuniary interest in the reported securities except to the extent of its interest therein.

Remarks:

	/s/ Joachim Creus and /s/ Markus Hopmann as Managing Directors	10/04/2016
	/s/ Joachim Creus and /s/ Markus Hopmann as Authorized Representatives	10/04/2016
	/s/ Constantin Thun-Hohenstein and /s/ Dietmar Guetter as Authorized Representatives	10/04/2016
	/s/ Joachim Creus and /s/ Markus Hopmann as Managing Directors	10/04/2016
	** Signature of Reporting Person	Date
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