JAB Holdings B.V. Form 4 COTY / SE Agnaten 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^*

Cottage Holdco B.V.

(Last) (First) (Middle)

PIET HEINKADE 55

(Street)

AMSTERDAM P7 NL-1019 GM

(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)
10/29/2021

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	10/29/2021		J		10,000,000(1)	D	(1)	453,853,684	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

1. Name and Address of Reporting Person^*

Cottage Holdco B.V.

(Last) (First) (Middle)

PIET HEINKADE 55

(Street)

AMSTERDAM P7 NL-1019 GM

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JAB Cosmetics B.V.

(Last) (First) (Middle)

PIET HEINKADE 55

(Street)

AMSTERDAM P7 NL-1019 GM

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JAB Holdings B.V.

(Last) (First) (Middle)

PIET HEINKADE 55

(Street)

AMSTERDAM P7 NL-1019 GM

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Agnaten SE

(Last) (First) (Middle)

ROOSEVELTPLATZ 4-5 TOP 10

(Street)

VIENNA A-1090

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lucresca SE

(Last) (First) (Middle)

ROOSEVELTPLATZ 4-5 TOP 10

(Street)

VIENNA A-1090

(City) (State) (Zip)

Explanation of Responses:

1. On October 29, 2021, Cottage Holdco B.V. ("Cottage Holdco") transferred 10,000,000 shares of Class A Common Stock of Coty Inc. (the "Company") to Sue Y. Nabi, the Company's Chief Executive Officer, pursuant to the Equity Transfer Agreement, dated as of July 2, 2020, by and among the Company, Cottage Holdco and Ms. Nabi.

2. The Shares described in this report are held by Cottage Holdco B.V., a direct or indirect subsidiary of each other Reporting Person herein. As such, each other Reporting Person herein may be deemed to beneficially own such Shares held by Cottage Holdco B.V. Each of the Reporting Persons disclaims any beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.

	/s/ Joachim Creus, Managing Director of Cottage Holdco B.V.	10/29/2021
	/s/ Frank Engelen, Managing Director of Cottage Holdco B.V.	10/29/2021
	/s/ Luuk Hoogeveen, Managing Director of JAB Holdings B.V. as Sole Member of JAB Cosmetics B.V.	10/29/2021
	/s/ Frank Engelen, Managing Director of JAB Holdings B.V. as Sole Member of JAB Cosmetics B.V.	10/29/2021
	/s/ Luuk Hoogeveen, Managing Director of JAB Holdings B.V.	10/29/2021
	/s/ Frank Engelen, Managing Director of JAB Holdings B.V.	10/29/2021
	/s/ Joachim Creus, Authorized Representative of Agnaten SE	10/29/2021
	/s/ Joachim Creus, Authorized Representative of Lucresca SE	10/29/2021
	** Signature of Reporting Person	Date
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