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SC 13G/A Filing
Coty (COTY) SC 13G/ACoty Inc.
Filed: 14 Feb 18, 12:00am
☐ | Rule 13d-1(b) |
☐ | Rule 13d-1(c) |
☒ | Rule 13d-1(d) |
1. | Names of Reporting Persons | ||
I.R.S. Identification Nos. of above persons (entities only). | |||
JAB Cosmetics B.V. | |||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) ☐ | |||
(b) ☒ | |||
3. | SEC USE ONLY | ||
4. | Citizenship or Place of Organization | ||
The Netherlands | |||
Number of Shares Beneficially Owned by Each Reporting Person With Power | |||
5. | Sole Voting | ||
0 | |||
6. | Shared Voting Power | ||
286,008,041 (1) | |||
7. | Sole Dispositive Power | ||
0 | |||
8. | Shared Dispositive Power | ||
286,008,041 (1) | |||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
286,008,041 | |||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||
11. | Percent of Class Represented by Amount in Row (9) | ||
38.14% (1)(2) | |||
12. | Type of Reporting Person (See Instructions) | ||
OO |
(1) | Includes 286,008,041 shares of Class A Common Stock held of record by JAB Cosmetics B.V. JAB Cosmetics B.V. is an indirect subsidiary of Lucresca SE and Agnaten SE and a direct subsidiary of JAB Holdings B.V. |
(2) | The percentage ownership was calculated by dividing the 286,008,041 Class A shares owned by the Reporting Person by the 749,864,475 Class A shares outstanding as of February 1, 2018 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2017. Each share of Class A Common Stock is entitled to one vote. |
1. | Names of Reporting Persons | ||
I.R.S. Identification Nos. of above persons (entities only). | |||
Lucresca SE | |||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) ☐ | |||
(b) ☒ | |||
3. | SEC USE ONLY | ||
4. | Citizenship or Place of Organization | ||
Austria | |||
Number of Shares Beneficially Owned by Each Reporting Person With Power | |||
5. | Sole Voting | ||
0 | |||
6. | Shared Voting Power | ||
286,008,041 (1) | |||
7. | Sole Dispositive Power | ||
0 | |||
8. | Shared Dispositive Power | ||
286,008,041 (1) | |||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
286,008,041 | |||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||
11. | Percent of Class Represented by Amount in Row (9) | ||
38.14% (1)(2) | |||
12. | Type of Reporting Person (See Instructions) | ||
OO |
(1) | Includes 286,008,041 shares of Class A Common Stock held of record by JAB Cosmetics B.V. JAB Cosmetics B.V. is an indirect subsidiary of Lucresca SE and Agnaten SE and a direct subsidiary of JAB Holdings B.V. |
(2) | The percentage ownership was calculated by dividing the 286,008,041 Class A shares owned by the Reporting Person by the 749,864,475 Class A shares outstanding as of February 1, 2018 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2017. Each share of Class A Common Stock is entitled to one vote. |
1. | Names of Reporting Persons | ||
I.R.S. Identification Nos. of above persons (entities only). | |||
Agnaten SE | |||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) ☐ | |||
(b) ☒ | |||
3. | SEC USE ONLY | ||
4. | Citizenship or Place of Organization | ||
Austria | |||
Number of Shares Beneficially Owned by Each Reporting Person With Power | |||
5. | Sole Voting | ||
0 | |||
6. | Shared Voting Power | ||
286,008,041 (1) | |||
7. | Sole Dispositive Power | ||
0 | |||
8. | Shared Dispositive Power | ||
286,008,041 (1) | |||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
286,008,041 | |||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||
11. | Percent of Class Represented by Amount in Row (9) | ||
38.14% (1)(2) | |||
12. | Type of Reporting Person (See Instructions) | ||
OO |
(1) | Includes 286,008,041 shares of Class A Common Stock held of record by JAB Cosmetics B.V. JAB Cosmetics B.V. is an indirect subsidiary of Lucresca SE and Agnaten SE and a direct subsidiary of JAB Holdings B.V. |
(2) | The percentage ownership was calculated by dividing the 286,008,041 Class A shares owned by the Reporting Person by the 749,864,475 Class A shares outstanding as of February 1, 2018 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2017. Each share of Class A Common Stock is entitled to one vote. |
1. | Names of Reporting Persons | ||
I.R.S. Identification Nos. of above persons (entities only). | |||
JAB Holdings B.V. | |||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) ☐ | |||
(b) ☒ | |||
3. | SEC USE ONLY | ||
4. | Citizenship or Place of Organization | ||
The Netherlands | |||
Number of Shares Beneficially Owned by Each Reporting Person With Power | |||
5. | Sole Voting | ||
0 | |||
6. | Shared Voting Power | ||
286,008,041 (1) | |||
7. | Sole Dispositive Power | ||
0 | |||
8. | Shared Dispositive Power | ||
286,008,041 (1) | |||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
286,008,041 | |||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | ||
11. | Percent of Class Represented by Amount in Row (9) | ||
38.14% (1)(2) | |||
12. | Type of Reporting Person (See Instructions) | ||
OO |
(1) | Includes 286,008,041 shares of Class A Common Stock held of record by JAB Cosmetics B.V. JAB Cosmetics B.V. is an indirect subsidiary of Lucresca SE and Agnaten SE and a direct subsidiary of JAB Holdings B.V. |
(2) | The percentage ownership was calculated by dividing the 286,008,041 Class A shares owned by the Reporting Person by the 749,864,475 Class A shares outstanding as of February 1, 2018 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2017. Each share of Class A Common Stock is entitled to one vote. |
Item 1.(a) | Name of Issuer: |
Item 1.(b) | Address of Issuer’s Principal Executive Offices: |
Item 2.(a) | Name of Person Filing: |
Item 2.(b) | Address of Principal Business Office or, if none, Residence: |
Item 2.(c) | Citizenship: |
Item 2.(d) | Title of Class of Securities: |
Item 2.(e) | CUSIP Number: |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Item 4. | Ownership. |
Item 5. | Ownership of Five Percent or Less of a Class. |
(1) | Includes 286,008,041 shares of Class A Common Stock held of record by JAB Cosmetics B.V. JAB Cosmetics B.V. is an indirect subsidiary of Lucresca SE and Agnaten SE and a direct subsidiary of JAB Holdings B.V. |
(2) | The percentage ownership was calculated by dividing the 286,008,041 Class A shares owned by the Reporting Person by the 749,864,475 Class A shares outstanding as of February 1, 2018 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2017. Each share of Class A Common Stock is entitled to one vote. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certification. |
JAB Cosmetics B.V. Lucresca SE Agnaten SE JAB Holdings B.V. |
/s/ Constantin Thun-Hohenstein | |
By: Constantin Thun-Hohenstein | |
Title: Attorney-in-Fact |
/s/ Markus Hopmann | |
By: Markus Hopmann | |
Title: Attorney-in-Fact |
EXHIBIT NO. | DESCRIPTION |
Exhibit A | Joint Filing Agreement filed by and among the Reporting Persons, dated as of February 16, 2016 (incorporated by reference to Exhibit A of the Schedule 13G filed with the Securities and Exchange Commission on February 16, 2016). |