Sec Form 4 Filing - HEILBRONN CHARLES @ COTY INC. - 2015-06-26

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 HEILBRONN CHARLES 2. Issuer Name and Ticker or Trading Symbol COTY INC. [ COTY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MOUSSE PARTNERS LIMITED, 9 WEST 57TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/26/2015 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 06/26/2015 J( 1 ) 134,771 A 15,562,993 I By: Mousseluxe S.ar.l ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEILBRONN CHARLE S C/O MOUSSE PARTNERS LIMITED 9 WEST 57TH STREET NEW YORK, NY10019 X Mousseluxe Sarl 65, BOULEVARD GRANDE DUCHESSE CHARLOTTE LUXEMBOURG, N4L1331 X Signatures MOUSSELUXE S.AR.L., By: /s/ Charles Heilbronn, Authorized Signatory 06/29/2015 Signature of Reporting Person Date /s/ Charles Heilbronn 06/29/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the receipt of shares pursuant to the purchase price adjustment provisions of that certain Stock Purchase Agreement between the Issuer and Chanel International BV dated as of March 12, 2015 ("SPA"). Pursuant to the SPA, affiliates of Mousseluxe S.ar.l. sold four private companies to the Issuer (the "Bourjois Sale). The Bourjois Sale closed on April 1, 2015, and the purchase price payable as of that date was finalized and fixed on June 25, 2015 in accordance with the terms of the SPA, at which time Mouseluxe S.ar.l. became entitled to receive 134,711 shares as consideration for the Bourjois Sale in addition to those shares delivered to it upon the Closing of the Bourjois Sale. The SPA was filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on March 13, 2015. ( 2 )Mousseluxe S.ar.l. is the record holder of these securities. These securities are indirectly owned by Charles Heilbronn, who has been granted a power of attorney and proxy to exercise voting and investment power with respect to these securities. Mr. Heilbronn disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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