Sec Form 4/A Filing - Cottage Holdco B.V. @ COTY INC. - 2020-03-12

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cottage Holdco B.V. 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) (Last) (First) (Middle) PIET HEINKADE 55 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2020 (Street) AMSTERDAM, P7NL-1019 GM 4. If Amendment, Date Original Filed (MM/DD/YY) 03/02/2020 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/12/2020 P 3,260,329 ( 1 ) A $ 11.4937 461,299,223 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cottage Holdco B.V. PIET HEINKADE 55 AMSTERDAM, P7NL-1019 GM X JAB Cosmetics B.V. PIET HEINKADE 55 AMSTERDAM, P7NL-1019 GM X JAB Holdings B.V. PIET HEINKADE 55 AMSTERDAM, P7NL-1019 GM X Agnaten SE ROOSEVELTPLATZ 4-5 TOP 10 VIENNAA-1090 X Lucresca SE ROOSEVELTPLATZ 4-5 TOP 10 VIENNAA-1090 X Signatures /s/ Joachim Creus, Managing Director of Cottage Holdco B.V. 03/19/2020 Signature of Reporting Person Date /s/ Fabien Simon, Managing Director of Cottage Holdco B.V. 03/19/2020 Signature of Reporting Person Date /s/ Joachim Creus, Managing Director of JAB Holdings B.V. as Managing Director of JAB Cosmetics B.V. 03/19/2020 Signature of Reporting Person Date /s/ Fabien Simon, Managing Director of JAB Holdings B.V. as Managing Director of JAB Cosmetics B.V. 03/19/2020 Signature of Reporting Person Date /s/ Joachim Creus, Managing Director of JAB Holdings B.V. 03/19/2020 Signature of Reporting Person Date /s/ Fabien Simon, Managing Director of JAB Holdings B.V. 03/19/2020 Signature of Reporting Person Date /s/ Joachim Creus, Authorized Representative of Agnaten SE 03/19/2020 Signature of Reporting Person Date /s/ Joachim Creus, Authorized Representative of Lucresca SE 03/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 12, 2020, Cottage Holdco B.V. and Pierre Laubies entered into a stock purchase agreement (the "Stock Purchase Agreement") pursuant to which Mr. Laubies agreed to sell, and Cottage Holdco B.V. agreed to purchase, 3,260,329 shares of Class A Common Stock held by Mr. Laubies. ( 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.

Remarks: The original Form 4 filed on March 2, 2020, as amended by the Form 4/A filed on March 16, 2020, is hereby amended and restated by this Form 4/A. This Form 4/A reflects an additional 7,130,853 shares of Coty Inc.'s Class A Common Stock disclosed under the heading "Amount of Securities Beneficially Owned Following Reported Transaction" as being held by Cottage Holdco B.V. Such additional shares were previously acquired pursuant to Coty Inc.'s stock dividend reinvestment program in transactions exempt from Section 16 of the Securities Exchange Act pursuant to Rule 16a-11.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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