Sec Form 4 Filing - Cottage Holdco B.V. @ COTY INC. - 2019-04-30

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 Cottage Holdco B.V. 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) OOSTERDOKSSTRAAT 80 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2019 (Street) AMSTERDAM, P7NL 1011 DK 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, par value $0.01 per share 04/30/2019 P 150,000,000 ( 1 ) A $ 11.65 450,908,041 D ( 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 Cottage Holdco B.V. OOSTERDOKSSTRAAT 80 AMSTERDAM, P7NL 1011 DK X JAB Cosmetics B.V. OOSTERDOKSSTRAAT 80 AMSTERDAM, P7NL 1011 DK X JAB Holdings B.V. OOSTERDOKSSTRAAT 80 AMSTERDAM, P7NL 1011 DK X Agnaten SE ROOSEVELTPLATZ 4-5 TOP 10 VIENNA, C4A-1090 X Lucresca SE ROOSEVELTPLATZ 4-5 TOP 10 VIENNA, C4A-1090 X Signatures /s/ Merel Broers and /s/ Constantin Thun, Managing Director of Cottage Holdco B.V. 05/01/2019 Signature of Reporting Person Date /s/ Merel Broers and /s/ Constantin Thun, Managing Director of JAB Cosmetics B.V. 05/01/2019 Signature of Reporting Person Date /s/ Merel Broers and /s/ Constantin Thun, Managing Director of JAB Holdings B.V. 05/01/2019 Signature of Reporting Person Date /s/ Joachim Creus, Authorized Representative of Agnaten SE 05/01/2019 Signature of Reporting Person Date /s/ Joachim Creus, Authorized Representative of Lucresca SE 05/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Purchased pursuant to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 13, 2019 (together with any subsequent amendments or supplements thereto) relating to the offer by Cottage Holdco B.V. to purchase up to 150,000,000 of the outstanding shares of Class A Common Stock, par value $0.01 per share (the "Shares"), of Coty Inc. at a price of $11.65 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 13, 2019 (together with any amendments or supplements thereto) and in the related Letter of Transmittal (together with any amendments or supplements thereto). The tender offer expired at 5:00 p.m., New York City time, on Friday, April 26, 2019. 336,614,903 Shares were validly tendered and not properly withdrawn, of which 150,000,000 were accepted for purchase by Cottage Holdco B.V. on April 30, 2019. ( 2 )The Shares described in this report are held by Cottage Holdco B.V., a direct or indirect subsidiary of each other Reporting Person herein. As such, each other Reporting Person herein may be deemed to beneficially own such Shares held by Cottage Holdco B.V. Each of the Reporting Persons disclaims any beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.

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