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 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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1. Name and Address of Reporting Person * Goudet Olivier   2. Issuer Name and Ticker or Trading Symbol COTY INC. [COTY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 06/18/2013 (Street) NEW YORK, NY 10016 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/18/2013   C   871,118 A (1) 871,118 I By corporation (2) Class A common stock 06/18/2013   C   871,118 (3) D $ 16.8875 0 I By corporation (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B common stock

(1)

06/18/2013

C

871,118

(1)

(1)

Class A common stock

871,118

$ 0

5,397,013

I

By corporation (2)

Obligation to Sell (3)

$ 16.8875

06/18/2013

C

871,118

06/18/2013

(3)

Class A common stock

871,118

$ 0

0

I

By corporation (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Goudet Olivier 2 PARK AVENUE NEW YORK, NY 10016	X

Signatures

/s/ Michelle Garcia, Attorney-in-Fact		06/20/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Class B common stock is convertible to Class A common stock on a one-for-one basis and has no expiration date. The Class B shares converted to Class A shares upon being transferred pursuant to settlement of an underwriting agreement dated June 12, 2013.
(2)	The reporting person may be deemed to have an indirect pecuniary interest representing less than 2% of the shares held by JAB Holdings II B.V. ("JAB II"). The reporting person disclaims such pecuniary interest except to the extent, if any, it is realized.
(3)	Pursuant to an underwriting agreement dated June 12, 2013, JAB II was obligated to sell 43,555,901 shares of Class A common stock to the underwriter parties to such agreement. The underwriting agreement did not specify a specific expiration date upon which the underwriters' right to purchase the shares terminated.

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