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Filing Details

Accession Number:: 0000904454-14-000524
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-06-16 16:59:16
Reporting Period:: 2014-06-12

Filing Date:: 2014-06-16
Accepted Time:: 2014-06-16 16:59:16
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1024305	Coty Inc.	COTY	Perfumes, Cosmetics & Other Toilet Preparations (2844)	133823358

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1312988	Berkshire Partners Llc	200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1374108	L.p. Vii-A Fund Berkshire	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1374109	L.p. Vii Fund Berkshire	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1505181	Seventh Berkshire Associates Llc	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1505184	Berkshire Investors Iii Llc	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1505185	Berkshire Investors Iv Llc	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1597787	Bpsp, L.p.	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2014-06-12	8,317,021	$16.78	0	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-06-12	54,922	$16.78	0	No	4	S	Direct
Common Stock	Disposition	2014-06-12	91,527	$16.78	0	No	4	S	Direct
Common Stock	Disposition	2014-06-12	29,893	$16.78	4,274	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2014-06-12	4,274	$0.00	0	No	4	D	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Direct
No	4	S	Direct
No	4	S	Indirect	See Footnotes
No	4	D	Indirect	See Footnotes

Footnotes

Represents shares of Class B Common Stock repurchased by the Issuer (the "Repurchase").
Represents shares of Class B Common Stock held indirectly by Berkshire Partners LLC ("Berkshire Partners"), BPSP, L.P. ("BPSP") and Seventh Berkshire Associates LLC ("7BA") prior to the Repurchase. Each share of Class B Common Stock is convertible to Class A Common Stock on a one-for-one basis. On June 12, 2014, as part of the Repurchase, Berkshire Fund VII, L.P. ("Fund VII") and Berkshire Fund VII-A, L.P. ("Fund VII-A") sold 7,007,036 and 1,309,985 shares, respectively, of Class B Common Stock.
BPSP is the managing member of Berkshire Partners, the registered investment adviser to the Berkshire Entities (as defined below). 7BA is the sole general partner of Fund VII and Fund VII-A. Berkshire Partners, BPSP and 7BA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of Berkshire Partners, BPSP and 7BA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
Represents shares of Class B Common Stock held directly by Berkshire Investors III LLC ("BI3") prior to the Repurchase. BI3 may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. On June 12, 2014, BI3 sold 54,922 shares of Class B Common Stock in connection with the Repurchase.
Represents shares of Class B Common Stock held directly by Berkshire Investors IV LLC ("BI4" and together with Fund VII, Fund VII-A and BI3, the "Berkshire Entities") prior to the Repurchase. BI4 may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. On June 12, 2014, BI4 sold 91,527 shares of Class B Common Stock in connection with the Repurchase.
Represents Class A Common Stock Restricted Stock Units repurchased by the Issuer in connection with the Repurchase.
Represents Class A Common Stock Restricted Stock Units in which Berkshire Partners has an economic interest and that were received by Bradley M. Bloom, a managing member of, or managing member of the general partner of, each of the Berkshire Entities, in connection with his service on the board of directors of the Issuer. On June 12, 2014, Bradley M. Bloom sold to the Issuer 29,893 Class A Common Stock Restricted Stock Units in connection with the Repurchase.
Represents Class A Common Stock Restricted Stock Units in which Berkshire Partners has an economic interest and that were received by Bradley M. Bloom, a managing member of, or managing member of the general partner of, each of the Berkshire Entities, in connection with his service on the board of directors of the Issuer. On June 12, 2014, Bradley M. Bloom forfeited 4,274 Class A Common Stock Restricted Stock Units in connection with the termination of his service on the board of directors of the Issuer.
One or more of the Reporting Persons are party to a stockholders agreement that relates to the voting of the shares covered by this Report and, as such, may be deemed to be a member, or members, of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. The filing of this Report is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest.