Sec Form 4 Filing - JAB Holdings II B.V. @ COTY INC. - 2013-07-17

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 JAB Holdings II 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) OUDEWEG 147 3. Date of Earliest Transaction (MM/DD/YY) 07/17/2013 (Street) HAARLEM THE NETHERLANDS2031 CC 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 Class A common stock ( 1 ) 07/17/2013 C 6,097,826 A 6,097,826 D Class A common stock ( 1 ) 07/17/2013 S( 3 ) 6,097,826 D $ 16.8875 0 D

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 Class B common stock ( 1 ) ( 2 ) 07/17/2013 C 6,097,826 ( 2 ) ( 2 ) Class A common stock 6,097,826 $ 0 263,752,817 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JAB Holdings II B.V. OUDEWEG 147 HAARLEM THE NETHERLANDS2031 CC X Donata Holding SE ROOSEVELTPLATZ 4-5 / TOP 10 VIENNA AUSTRIAA-1090 X Parentes Holding SE ROOSEVELTPLATZ 4-5 / TOP 10 VIENNA AUSTRIAA-1090 X JAB Holdings B.V. OUDEWEG 147 HAARLEM THE NETHERLANDS2031 CC X Signatures /s/ Anja Schafer, Attorney-in-Fact 07/19/2013 Signature of Reporting Person Date /s/ Constantin Thun-Hohenstein, Attorney-in-Fact 07/19/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Statement is being filed by JAB Holdings II B.V. ("JAB II"), JAB Holdings B.V. ("JAB"), Parentes Holding SE ("Parentes") and Donata Holding SE ("Donata" and, together with JAB II, JAB and Parentes, the "Reporting Persons"). JAB II is an indirect subsidiary of each of Parentes and Donata. JAB is an indirect subsidiary of Parentes and a direct stockholder of JAB II. Other intervening subsidiaries are Donata Holdings B.V., Joh. A. Benckiser s.a r.l., and JAB Investments s.a r.l. JAB, Donata and Parentes are indirect beneficial owners of the reported securities, and each disclaims a pecuniary interest in the reported securities except to the extent of its interest therein. The address of Donata and Parentes is: Rooseveltplatz 4-5 / Top 10, A-1090 Vienna, Austria. JAB's address is the same as JAB II's. ( 2 )Class B Common Stock is convertible to Class A common stock at any time on a one-for-one basis and has no expiration date. The Class B shares converted to Class A shares upon being transferred pursuant to settlement of the sale described in footnote (3). ( 3 )The 6,097,826 shares were sold to the underwriters party to an underwriting agreement dated June 12, 2013 pursuant to the exercise of their over-allotment option.

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

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