Sec Form 4 Filing - Laubies Pierre @ COTY INC. - 2019-02-04

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 Laubies Pierre 2. Issuer Name and Ticker or Trading Symbol COTY INC. [ COTY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 350 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2019 (Street) NEW YORK, NY10118 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Series A-1 Preferred Stock ( 1 ) 02/04/2019 A 6,925,341 ( 1 ) 11/12/2025 Class A common stock 6,925,341 $ 0.1 6,925,341 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Laubies Pierre 350 FIFTH AVENUE NEW YORK, NY10118 X Chief Executive Officer Signatures /s/Christina Kiely Attorney-in-fact 02/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A-1 Preferred Stock vests 60% on November 12, 2021, 20% on November 12, 2022 and 20% on November 12, 2023, subject to certain vesting conditions. Each share of Series A-1 Preferred Stock may be exchanged for cash or shares of Class A Common Stock, at the Issuer's election, upon the earlier of (i) November 11, 2025, if Mr. Laubies is employed with the Issuer; (ii) termination of Mr. Laubies's employment as a result of death or disability; or (iii) a termination of Mr. Laubies's employment under certain circumstances following a change of control of the Issuer, in each case, if Mr. Laubies has made an aggregate investment of at least $20,000,000 in the Issuer's Class A Common Stock. The amount of cash or number of shares of Class A Common Stock, at the Issuer's election, received upon exchange will equal the difference between (i) the fair market value of the Class A Common Stock on the date that the Series A Preferred Stock is exchanged less (ii) $8.75, subject to adjustment.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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