Sec Form 3 Filing - Cattaneo Simona @ COTY INC. - 2020-01-02

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 Cattaneo Simona 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) President, Luxury Brands (Last) (First) (Middle) 350 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2020 (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 Class A common stock 66,408 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 138,004 D Stock Option (right to buy) $ 18.55 ( 2 ) 11/10/2026 Class A common stock 161,724 D Stock Options (right to buy) $ 11.08 ( 3 ) 02/15/2029 Class A common stock 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cattaneo Simona 350 FIFTH AVENUE NEW YORK, NY10118 President, Luxury Brands Signatures Christina Kiely, Attorney-In-Fact 01/14/2020 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, 44,444 of the RSUs vest as follows: 60% on November 14, 2022, 20% on November 14, 2023 and 20% on November 14, 2024. Subject to certain vesting conditions and exceptions, 58,731 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, 26,838 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, 7,991 of the Restricted Stock Units vest as follows: 50% on October 5, 2020 and 50% on October 5, 2021. ( 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 November 10, 2017 through November 10, 2021, the Reporting Person owns fewer than 53,908 shares of Class A Common Stock but more than 32,344, 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 32,344. the entire matching Stock Option will be forfeited. ( 3 )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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