Sec Form 3 Filing - Hanrot Sophie @ COTY INC. - 2019-07-01

FORM 3 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 Hanrot Sophie 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 Human Resources Officer (Last) (First) (Middle) 14 RUE DE QUATRE SEPTEMBRE 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2019 (Street) PARIS, I075002 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 Class A common stock 13,477 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 Restricted Stock Units ( 1 ) ( 1 ) ( 1 ) Class A common stock 39,409 D Stock Option (right to buy) $ 18.55 ( 2 ) 11/10/2026 Class A common stock 40,431 D Stock Option (right to buy) $ 11.08 ( 3 ) 02/15/2029 Class A common stock 125,000 D Stock Option (right to buy) $ 8.65 ( 4 ) 11/12/2028 Class A common stock 86,703 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hanrot Sophie 14 RUE DE QUATRE SEPTEMBRE PARIS, I075002 Chief Human Resources Officer Signatures Christina Kiely, Attorney-In-Fact 07/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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, 23,492 of the Restricted Stock Units vest as follows: 60% on September 4, 2021, 20% on September 4, 2022 and 20% on September 4, 2023. Subject to certain vesting conditions and exceptions, 9,125 of the Restricted Stock Units vest as follows: 60% on September 7, 2020, 20% on September 7, 2021 and 20% on September 7, 2022. Subject to certain vesting conditions and exceptions, 6,792 of the Restricted Stock Units vest as follows: 60% on October 5, 2019, 20% on October 5, 2020 and 20% on October 5, 2021. ( 2 )Represents matching Stock Options 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 November 10, 2017 through November 10, 2021, the Reporting Person owns fewer than 13,477 shares of Class A Common Stock but more than 8,086, a pro rata portion of the matching Stock Option will be forfeited. If at any time starting on November 10, 2017 through November 10, 2021, the Reporting Person owns fewer than 8,086, the entire matching Stock Option grant will be forfeited. ( 3 )Represents a matching stock option grant awarded to the Reporting Person under the Issuer's Equity and Long-Term Incentive Plan. If any portion of the Reporting Person's matching stock options under the Elite program is forfeited due to the Reporting Person's failure to meet or maintain her Subscription Amount (as defined in the Elite Subscription Agreement), an equal percentage of this matching stock option grant will be forfeited. Subject to certain other vesting conditions and exceptions, this matching stock option grant vests and is exercisable as follows: 60% on February 15, 2022, 20% on February 15, 2023 and 20% on February 15, 2024. ( 4 )Represents 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 November 12, 2019 through November 12, 2023, the Reporting Person owns fewer than 28,901 shares of Class A Common Stock but more than 17,340, a pro rata portion of the matching Stock Option will be forfeited. If at any time starting on November 12, 2019 through November 12, 2023, the Reporting Person owns fewer than 17,340, the entire matching Stock Option grant will be forfeited.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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).

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