Sec Form 4 Filing - HARF PETER @ COTY INC. - 2020-12-30

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 HARF PETER 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 350 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2020 (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

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 B Convertible Preferred Stock $ 6.24 ( 4 ) 12/30/2020 P( 1 )( 2 ) 146,057 ( 1 ) ( 2 ) ( 3 ) ( 3 ) Class A common stock 24,028,822 ( 4 ) ( 5 ) $ 1,027 ( 1 ) ( 2 ) 146,057 I By HFS Holdings S.a r.l. ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARF PETER 350 FIFTH AVENUE NEW YORK, NY10118 X Signatures /s/ Christina Kiely, Attorney-in-Fact 12/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 16, 2020, HFS Holdings S.a r.l. ("HFS"), a private limited liability company incorporated under the laws of Luxembourg that is beneficially owned by the Reporting Person, entered into a Purchase and Sale Agreement (the "Purchase Agreement") with KKR Rainbow Aggregator L.P. and certain of its affiliated investment funds (the "Sellers"), pursuant to which HFS agreed to purchase from the Sellers, in exchange for an aggregate purchase price of $150,000,539 ($1,027 per share), 146,057 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Shares"), of Coty Inc. (the "Company") that were issued on July 31, 2020 and all Accrued Dividends thereon (as defined in the Series B Certificate of Designations) (the "Series B Purchase"). ( 2 )The Series B Purchase, which is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which was obtained on December 30, 2020, is expected to close on August 27, 2021. ( 3 )The Series B Shares are convertible into shares of Class A Common Stock, par value of $0.01 per share, of the Company (the "Class A Shares") at any time at the option of the holder thereof and has no stated maturity. The Series B Shares will remain outstanding indefinitely unless converted, repurchased or redeemed by the Company. The Company may mandatorily convert any or all of the Series B Shares into Class A Shares at any time after the three-year anniversary of the issuance, if certain conditions are met. ( 4 )Series B Shares are convertible into (i) a number of Class A Shares equal to the quotient of (A) the sum of the liquidation preference and any accrued dividends with respect to such Series B Share as of the applicable conversion date divided by (B) the conversion price as of the applicable conversion date plus (ii) cash in lieu of fractional shares, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Company has obtained prior stockholder approval, and if such approval has not been obtained, the Company will deliver cash in lieu of any Class A Shares not deliverable. The current conversion price is a dollar amount equal to $1,000 divided by the initial conversion rate of 160.2564, or approximately $6.24 per share, and is subject to certain anti-dilution adjustments. ( 5 )The Series B Shares reported herein have an initial liquidation preference of $1,000 per share. The Series B Shares have a dividend rate of 9.0% per annum, accruing daily and payable quarterly in arrears, which shall increase by 1.0% on the seven year anniversary of the issuance date and shall increase by an additional 1.0% on each subsequent anniversary up to a maximum of 12.0%, which dividends will be payable in cash, by increasing the amount of accrued dividends with respect to such Series B Shares, or any combination thereof, at the sole discretion of the Company. The number of Series B Shares that correspond to the sale described in footnote (1) above was equal to approximately 24,028,822 underlying Class A Shares, based on the current conversion rate of such Series B Shares and the liquidation preference and accrued dividends of such shares as of the date of the Purchase Agreement. ( 6 )These Series B Shares are held by HFS. On the basis of the Reporting Person's beneficial ownership of HFS, the Reporting Person may be deemed a beneficial owner of Series B Shares held by HFS. The Reporting Person disclaims beneficial ownership of the Series B Shares, except to the extent of the Reporting Person's pecuniary interest therein.

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