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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cottage Holdco B.V. OOSTERDOKSSTRAAT 80 AMSTERDAM, P7 NL 1011 DK |
X | |||
JAB Cosmetics B.V. OOSTERDOKSSTRAAT 80 AMSTERDAM, P7 NL 1011 DK |
X | |||
JAB Holdings B.V. OOSTERDOKSSTRAAT 80 AMSTERDAM, P7 NL 1011 DK |
X | |||
Agnaten SE ROOSEVELTPLATZ 4-5 TOP 10 VIENNA, C4 A-1090 |
X | |||
Lucresca SE ROOSEVELTPLATZ 4-5 TOP 10 VIENNA, C4 A-1090 |
X |
/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 |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(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. |