Sec Form 4 Filing - Volatier Luc @ COTY INC. - 2019-02-15

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 Volatier Luc 2. Issuer Name and Ticker or Trading Symbol COTY INC. [ COTY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Global Supply Officer (Last) (First) (Middle) 350 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2019 (Street) NY, 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 Stock Option (right to buy) $ 11.08 02/15/2019 A 1,353,789 ( 1 ) 02/15/2029 Class A common stock 1,353,789 $ 0 1,353,789 D Restricted Stock Units ( 2 ) 02/15/2019 A 191,082 ( 2 ) ( 2 ) Class A common stock 191,082 $ 0 191,082 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Volatier Luc 350 FIFTH AVENUE NY, NY10118 Chief Global Supply Officer Signatures /s/Christina Kiely, Attorney-in-Fact 02/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a matching Stock Option granted to the Reporting Person in connection with the Elite Program under the Issuer's Equity and Long-Term Incentive Plan. If at any time starting on February 15, 2020 through February 15, 2024, the Reporting Person owns fewer than 451,263 shares of Class A Common Stock but more than 270,758, a pro rata portion of the matching Stock Option will be forfeited. If at any time starting on February 15, 2020 through February 15, 2024, the Reporting Person owns fewer than 270,758, the entire matching Stock Option will be forfeited. ( 2 )Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of the Issuer. Subject to certain vesting conditions and exceptions, the Restricted Stock Units vest as follows: 60% on February 15, 2022, 20% on February 15, 2023 and 20% on February 15, 2024.

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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