Fernandez Calero Miguel Angel Form 4 AVON PRODUCTS / Calero Miguel Angel Fernandez 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^*

Fernandez Calero Miguel Angel

(Last) (First) (Middle)

C/O AVON PRODUCTS, INC.,

1 AVON PLACE

(Street)

SUFFERN NY 10901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AVON PRODUCTS INC [ AVP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2019

4. If Amendment, Date of 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

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

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	(1)	12/30/2019		M			612,437	(2)	(2)	Common Stock	612,437	(1)(2)	0	D
Restricted Stock	(1)	12/30/2019		M		612,437(2)		(2)	(2)	Common Stock	612,437	(1)(2)	612,437	D
Restricted Stock	(1)	12/30/2019		F			190,351(3)	(2)	(2)	Common Stock	190,351	(2)(4)	422,086	D
Restricted Stock	(1)	12/30/2019		A		381,567(5)		(5)	(5)	Common Stock	381,567	(1)(5)	381,567	D
Restricted Stock	(1)	12/30/2019		F			120,246(3)	(5)	(5)	Common Stock	120,246	(4)(5)	261,321	D

Explanation of Responses:

1. Restricted stock units and restricted stock convert into common stock on a 1-for-1 basis.

2. Restricted Stock Units were granted on 8/21/2017, 3/14/2018 and 3/13/2019 and were scheduled to vest into common stock on 8/21/20, 3/14/2021 and 3/13/2022. In anticipation of Avon Products, Inc.'s upcoming merger with Natura Cosmeticos S.A. (the "Upcoming Merger") and with approval of the Compensation and Management Development Committee of the Board of Directors, the Units were converted into restricted stock on 12/30/19 and retain the Units' original vesting date and will vest as follows: 81,028 on 8/21/20; 84,336 on 3/14/21; and 256,721 on 3/13/22.

3. Represents shares withheld for tax purposes.

4. Shares calculated for withholding at the closing price on the date of the transaction, or $5.70.

5. In anticipation of the Upcoming Merger and with approval of the Compensation and Management Development Committee of the Board of Directors, previously granted performance-based restricted stock units (PSUs) were converted into restricted stock on 12/30/19. The restricted stock granted in place of the PSUs retain the PSUs' original vesting dates and vest as follows: 68,064 on 8/21/20; 86,588 on 3/14/21; and 106,669 on 3/13/22.

Remarks:

	Ginny Edwards, Attorney-In-Fact	01/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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