Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
COTY INC. (Name of Issuer) |
Class A Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) |
222070203 (CUSIP Number) |
Joachim Creus JAB Beauty B.V. Piet Heinkade 55, 1019 GM Amsterdam, P7, 00000 31 20 235 50 00 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 222070203 |
| 1 |
Name of reporting person
JAB Beauty B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
488,051,545.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
54.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Note to row 8: This represents the aggregate voting power of shares of Class A Common Stock, par value $0.01 per share (the "Class A Shares"), of Coty Inc. (the "Company") that may be deemed to be beneficially owned by JAB Beauty B.V. (formerly known as Cottage Holdco B.V.) ("JAB Beauty"). This includes, as a result of the Proxy Agreement (as defined in this Schedule 13D), 36,197,861 Class A Shares that may be deemed to be beneficially owned by Peter Harf (comprised of 12,350,509 Class A Shares and 23,847,352 Class A Shares issuable upon conversion of shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Shares"), of the Company as of September 13, 2024 as set forth in the Definitive Proxy Statement on Schedule 14A filed by the Company with the United States Securities and Exchange Commission (the "Commission") on September 26, 2024 (the "Proxy")). Note to row 10: This represents the aggregate dispositive power of Class A Shares that may be deemed to be beneficially owned by JAB Beauty. Note to row 13: The percentage ownership is based upon (i) 872,294,977 Class A Shares issued and outstanding as of August 12, 2025, as set forth in the Annual Report on Form 10-K filed by the Company with the SEC on August 21, 2025 (the "Latest Periodic Report") and (ii) 23,847,352 Class A Shares issuable upon conversion of the Series B Shares as of September 13, 2024, as set forth in the Proxy.
SCHEDULE 13D
|
| CUSIP No. | 222070203 |
| 1 |
Name of reporting person
JAB Holdings B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
488,051,545.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
54.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Note to row 8: (1) Amount consists of 488,051,545 Class A Shares that may be deemed to be beneficially owned by JAB Beauty. JAB Holdings may be deemed to have beneficial ownership of the Class A Shares held by JAB Beauty since JAB Beauty is a subsidiary of JAB Holdings. Note to row 10: This represents the aggregate dispositive power of Class A Shares that may be deemed to be beneficially owned by JAB Beauty and JAB Holdings. JAB Holdings may be deemed to have dispositive power of the Class A Shares held by JAB Beauty since JAB Beauty is a subsidiary of JAB Holdings. Note to row 13: The percentage ownership is based upon (i) 872,294,977 Class A Shares issued and outstanding as of August 12, 2025, as set forth in the Latest Periodic Report and (ii) 23,847,352 Class A Shares issuable upon conversion of the Series B Shares as of September 13, 2024, as set forth in the Proxy.
SCHEDULE 13D
|
| CUSIP No. | 222070203 |
| 1 |
Name of reporting person
Agnaten SE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
488,051,545.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
54.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Note to row 8: Amount consists of 488,051,545 Class A Shares that may be deemed to be beneficially owned by JAB Beauty. Agnaten SE ("Agnaten") may be deemed to have beneficial ownership of the Class A Shares held by JAB Beauty since JAB Beauty is an indirect subsidiary of Agnaten. Note to row 10: This represents the aggregate dispositive power of Class A Shares that may be deemed to be beneficially owned by JAB Beauty. Agnaten may be deemed to have dispositive power of such Class A Shares since JAB Beauty is an indirect subsidiary of Agnaten. Note to row 13: The percentage ownership is based upon (i) 872,294,977 Class A Shares issued and outstanding as of August 12, 2025, as set forth in the Latest Periodic Report and (ii) 23,847,352 Class A Shares issuable upon conversion of the Series B Shares as of September 13, 2024, as set forth in the Proxy.
SCHEDULE 13D
|
| CUSIP No. | 222070203 |
| 1 |
Name of reporting person
Lucresca SE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
488,051,545.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
54.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Note to row 8: Amount consists of 488,051,545 Class A Shares that may be deemed to be beneficially owned by JAB Beauty. Lucresca SE ("Agnaten") may be deemed to have beneficial ownership of the Class A Shares held by JAB Beauty since JAB Beauty is an indirect subsidiary of Lucresca. Note to row 10: This represents the aggregate dispositive power of Class A Shares that may be deemed to be beneficially owned by JAB Beauty. Lucresca may be deemed to have dispositive power of such Class A Shares since JAB Beauty is an indirect subsidiary of Lucresca. Note to row 13: The percentage ownership is based upon (i) 872,294,977 Class A Shares issued and outstanding as of August 12, 2025, as set forth in the Latest Periodic Report and (ii) 23,847,352 Class A Shares issuable upon conversion of the Series B Shares as of September 13, 2024, as set forth in the Proxy.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, Par Value $0.01 Per Share | |
| (b) | Name of Issuer:
COTY INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
350 FIFTH AVENUE, NEW YORK,
NEW YORK
, 10118. | |
Item 1 Comment:
This statement on Schedule 13D/A constitutes Amendment No. 7 (this "Amendment No. 7") to and amends and supplements the prior statement on Schedule 13D as filed on May 1, 2019, as amended by Amendment No. 1 filed on March 19, 2020, Amendment No. 2 filed on November 16, 2020, Amendment No. 3 filed on October 29, 2021, Amendment No. 4 filed on February 10, 2023, Amendment No. 5 filed on June 20, 2023 and Amendment No. 6 filed on October 10, 2023 (as so amended, the "Schedule 13D"), by (i) JAB Beauty B.V. (formerly known as Cottage Holdco B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands ("JAB Beauty"), (ii) JAB Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands ("JAB Holdings"), (iii) Agnaten SE, a private company incorporated under the laws of Luxembourg ("Agnaten") and (iv) Lucresca SE, a private company incorporated under the laws of Luxembourg ("Lucresca" and together with JAB Beauty, JAB Holdings and Agnaten, the "Reporting Persons"). Except as set forth herein, all items remain as previously reported in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows: Extension of Long Swap Arrangement As previously disclosed on Amend
ment No. 4, on February 9, 2023, JAB Holdings entered into long cash-settled total return equity swaps (each, a "Long Swap") with Banco Santander, S.A., BNP Paribas, Credit Agricole Corporate and Investment Bank and Societe Generale (the "Banks"). The Long Swaps provided for the establishment of long exposure with respect to a notional amount of shares of Class A Common Stock, par value $0.01 per share (the "Common Stock") (the shares of Common Stock, each a "Class A Share" and, collectively, the "Class A Shares"), of Coty Inc. (the "Company") up to 40,000,000 Class A Shares in the aggregate. On July 31, 2025, the Long Swap with BNP Paribas expired and terminated by cash-settlement by its terms with respect to a notional amount of 5,000,000 Shares. On August 29, 2025, the Long Swap with CACIB expired and terminated by cash-settlement by its terms with respect to a notional amount of 5,000,000 Shares. On September 2, 2025, JAB Holdings B.V. agreed to extend the term of the Long Swaps with Banco Santander, S.A., BNP Paribas and Societe Generale with respect to an aggregate notional amount of 30,000,000 Class A Shares by approximately two (2) years for no additional consideration, although JAB Holdings B.V. has the right to terminate and close out the Long Swap during certain specified earlier periods if it so chooses. All other material terms of such Long Swaps, including the Reference Price, remain materially unchanged and in full force and effect. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a) - (b) The Reporting Persons may be deemed to beneficially own 488,051,545 Class A Shares, representing approximately 54.5% of the Company's outstanding Class A Shares (based upon (i) 872,294,977 Class A Shares issued and outstanding as of August 12, 2025, as set forth in the Annual Report on Form 10-K filed by the Company with the SEC on August 21, 2025 (the "Latest Periodic Report") and (ii) 23,847,352 Class A Shares issuable upon conversion of shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Shares"), of the Company as of September 13, 2024 as set forth in the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC (the "Proxy"). JAB Holdings, Agnaten and Lucresca, by virtue of their relationships to JAB Beauty, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the Class A Shares which JAB Beauty may be deemed to beneficially own. | |
| (b) | JAB Beauty has voting power and dispositive power with regard to 451,853,684 Class A Shares. JAB Holdings, Agnaten and Lucresca, by virtue of their relationships to JAB Beauty, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the Class A Shares which JAB Beauty directly beneficially owns. Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto, beneficially owns any Class A Shares. (c) Except as set forth in this Item 5(c), none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto, has effected any transactions in the Shares during the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows: Information set forth in Item 4 above is incorporated by reference herein. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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