Sec Form 4 Filing - Berkshire Partners LLC @ COTY INC. - 2013-06-18

FORM 4 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 Berkshire Partners LLC 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) 200 CLARENDON STREET, 35TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 06/18/2013 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Common Stock 06/18/2013 S 6,624,110 D $ 16.8875 19,872,330 I See Footnotes ( 1 ) ( 5 ) Common Stock 06/18/2013 S 50,835 D $ 16.8875 152,507 D ( 2 ) ( 5 ) Common Stock 06/18/2013 S 118,533 D $ 16.8875 355,598 D ( 3 ) ( 5 ) Common Stock 24,167 I See Footnotes ( 4 ) ( 5 )

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 Berkshire Partners LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X Seventh Berkshire Associates LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X BERKSHIRE FUND VII L.P. C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X BERKSHIRE FUND VII-A L.P. C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X Berkshire Investors IV LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X Berkshire Investors III LLC C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X Signatures /s/ Sharlyn C. Heslam, Managing Director, Berkshire Partners LLC 06/20/2013 Signature of Reporting Person Date /s/ Sharlyn C. Heslam, Managing Director, Berkshire Investors III LLC 06/20/2013 Signature of Reporting Person Date /s/ Sharlyn C. Heslam, Managing Director, Seventh Berkshire Associates LLC 06/20/2013 Signature of Reporting Person Date /s/ Sharlyn C. Heslam, Managing Director of Seventh Berkshire Associates LLC, the general partner of Berkshire Fund VII, L.P. 06/20/2013 Signature of Reporting Person Date /s/ Sharlyn C. Heslam, Managing Director of Seventh Berkshire Associates LLC, the general partner of Berkshire Fund VII-A, L.P. 06/20/2013 Signature of Reporting Person Date /s/ Sharlyn C. Heslam, Managing Director, Berkshire Investors IV LLC 06/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class B Common Stock held indirectly by Berkshire Partners LLC ("Berkshire Partners") and Seventh Berkshire Associates LLC ("7BA"). Each share of Class B Common Stock is convertible to Class A Common Stock on a one-for-one basis. After the disposition of Common Stock made in connection with the Issuer's initial public offering, Berkshire Fund VII, L.P. ("Fund VII") owns 16,742,307 shares of Common Stock, and Berkshire Fund VII-A, L.P. ("Fund VII-A") owns 3,130,023 shares of Common Stock. 7BA is the sole general partner of Fund VII and Fund VII-A. Berkshire Partners and 7BA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of Berkshire Partners and 7BA disclaims beneficial ownership of any securities, except to the extent of its pecuniary interest therein. ( 2 )Represents shares of Class B Common Stock held directly by Berkshire Investors III LLC ("BI3"). BI3 may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. ( 3 )Represents shares of Class B Common Stock held directly by Berkshire Investors IV LLC ("BI4"). BI4 may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. ( 4 )Represents shares of Class A Common Stock in which Berkshire Partners has an economic interest. ( 5 )One or more of the Reporting Persons are party to a stockholders agreement that relates to the voting of the shares covered by this Report and, as such, may be deemed to be a member, or members, of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. The filing of this Report is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest.

Remarks: Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.

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

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