Sec Form 3 Filing - Thomas Jean-Claude @ COTY INC. - 2019-09-10

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 Thomas Jean-Claude 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 of Supply Operations (Last) (First) (Middle) 1-3 CHEMIN LOUIS-HUBERT, 1213 PETIT-LANCY 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2019 (Street) GENEVA, V8 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 22,298 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 45,329 D Stock Option (right to buy) $ 13.29 ( 2 ) 05/15/2029 Class A common stock 33,858 D Stock Option (right to buy) $ 18.55 ( 3 ) 11/10/2026 Class A common stock 24,258 D Stock Option (right to buy) $ 11.08 ( 4 ) 02/15/2029 Class A common stock 75,000 D Stock Option (right to buy) $ 10.5 09/22/2016 09/22/2021 Class A common stock 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thomas Jean-Claude 1-3 CHEMIN LOUIS-HUBERT 1213 PETIT-LANCY GENEVA, V8 Chief of Supply Operations Signatures Christina Kiely, Attorney-In-Fact 09/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon vesting, each Restricted Stock Unit ("RSU") settles for one share of Class A Common Stock of the Issuer. Subject to certain vesting conditions and exceptions, 13,312 of the RSUs 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 RSUs 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 RSUs vest as follows: 60% on October 5, 2019, 20% on October 5, 2020 and 20% on October 5, 2021. Subject to certain vesting conditions and exceptions, 1,243 RSUs vest on November 19, 2020, 5,870 RSU vest on September 21, 2020, 987 RSUs vest on June 4, 2020 and 8,000 RSUs vest on September 30, 2019. ( 2 )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 May 15, 2020 through May 15, 2025, the Reporting Person owns fewer than 11,286 shares of Class A Common Stock but more than 6,772 shares of Class A Common Stock, a pro rata portion of the matching Stock Option will be forfeited. If at any time starting on May 15, 2020 through May 15, 2025, the Reporting Person owns fewer than 6,772 shares of Class A Common Stock, the entire matching Stock Option will be forfeited. ( 3 )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 November 10, 2017 through November 10, 2021, the Reporting Person owns fewer than 8,086 shares of Class A Common Stock but more than 4,852 shares of Class A Common Stock, 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 4,852 shares of Class A Common Stock, the entire matching Stock Option will be forfeited. ( 4 )Represents a matching stock option granted to the Reporting Person under the Issuer's Equity and Long-Term Incentive Plan. If any portion of the Reporting Person's matching stock option under the Elite program is forfeited due to the Reporting Person's failure to meet his Subscription Amount (as defined in the Elite Subscription Agreement), an equal percentage of this matching stock option will be forfeited. Subject to certain other vesting conditions and exceptions, this matching stock option vests and is exercisable as follows: 60% on February 15, 2022, 20% on February 15, 2023 and 20% on February 15, 2024.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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