Page 3 of 10 SEC Filing
| CUSIP No. 054303102 | |||||||||
| 1. | Names of Reporting Person: Cleveland Apple Investor L.P. | ||||||||
| 2. | Check the Appropriate Box if a Member of a Group | (a) Not | |||||||
| (b) Applicable | |||||||||
| 3. | SEC Use Only | ||||||||
| 4. | Source of Funds (See Instructions): WC | ||||||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): | ||||||||
| Not Applicable | |||||||||
| 6. | Citizenship or Place of Organization: Delaware | ||||||||
| Number of | 7. Sole Voting Power: | * | |||||||
| Shares Beneficially | 8. Shared Voting Power: | * | |||||||
| Owned by | |||||||||
| Each Reporting | 9. Sole Dispositive Power: | * | |||||||
| Person With | 10. Shared Dispositive Power: | * | |||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | * | |||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] | ||||||||
| 13. | Percent of Class Represented by Amount in Row (11): | * | |||||||
| 14. | Type of Reporting Person (See Instructions): | PN | |||||||
* Based on the information set forth
in the Annual Report on Form 10-K of Avon Products, Inc., a New York corporation (the “Company”), filed on
February 23, 2016 with the Securities and Exchange Commission, there were 435,472,459 shares of the common stock, par value $0.25
per share (the “Common Stock”), of the Company issued and outstanding as of January 31, 2016. Pursuant to an
investment agreement, dated December 17, 2015, by and between the Company and Cleveland Apple Investor L.P., a Delaware limited
partnership (“Cleveland Investor”), as of March 1, 2016 (the “Closing Date”) and the date
of filing of this Schedule 13D (the “Filing Date”), Cleveland Investor holds 435,000 shares of Series C Preferred
Stock, par value $1.00 per share (the “Preferred Stock”), of the Company. The shares of Preferred Stock, as
of the Closing Date, are convertible at Cleveland Investor’s option into 87,000,000 shares of the Common Stock, or approximately
16.7% of the Common Stock deemed issued and outstanding, based on the initial conversion price of $5.00 per share, subject to
certain adjustments. Pursuant to the limited liability company agreement of Avatar GP, LLC (“Avatar GP”), Cleveland
Investor’s general partner, Stephen Feinberg serves as the sole managing member of Avatar GP and in such capacity exercises
sole voting and sole dispositive power over all securities held by Cleveland Investor. Accordingly, as of the Closing Date and
the Filing Date, each of Cleveland Investor, Avatar GP and Stephen Feinberg (collectively, the “Reporting Persons”)
may be deemed to beneficially own 87,000,000 shares of the Common Stock, or approximately 16.7% of the Common Stock deemed issued
and outstanding as of the Closing Date and the Filing Date. Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission by any of the Reporting Persons that he or it is the member of a “group” for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or for
any other purpose.
