JAB Holdings B.V. - Jul 14, 2023 Form 4 Insider Report for COTY INC. (COTY)

Role: 10%+ Owner
Signature: /s/ Luuk Hoogeveen, Managing Director of JAB Holdings B.V.
Stock symbol: COTY
Transactions as of: Jul 14, 2023
Transactions value $: $455,108,000
Form type: 4
Date filed: 7/19/2023, 09:18 AM
Previous filing: Jul 3, 2023
Next filing: Oct 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	COTY	Class A Common Stock, par value $0.01 per share						454M	Jul 14, 2023	See footnotes.	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	COTY	Cash-Settled Total Return Swap	Purchase	$455M	+40M		$11.38	40M	Jul 14, 2023	Class A Common Stock	40M		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares (the "Shares") of Class A Common Stock, par value $0.01 per share, of Coty Inc. (the "Company") are held and beneficially owned by JAB Beauty B.V., a direct or indirect subsidiary of each Reporting Person herein. As such, each Reporting Person herein may be deemed a beneficial owner of Shares held by JAB Beauty B.V. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.
F2	JAB Holdings B.V. entered into long cash-settled total return equity swaps (each, a "Long Swap") with Banco Santander, S.A., BNP Paribas, Credit Agricole Corporate and Investment Bank and Societe Generale (the "Banks"), providing for the establishment of long exposure with respect to a notional amount of Shares up to 40,000,000 Shares (the "Subject Shares") in the aggregate that provides JAB Holdings B.V. with economic results that are comparable to the economic results of ownership of the Subject Shares. All balances will be exclusively cash settled. The Long Swaps have terms of approximately three years, although JAB Holdings B.V. has the right to terminate and close out the Long Swaps during certain specified earlier periods if it so chooses.
F3	The price reported in Column 8 reflects the reference price of the Subject Shares upon the establishment of the Long Swap positions.
F4	The Long Swaps (but not the Subject Shares referenced thereby) are owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein. The Long Swaps do not give JAB Holdings B.V. direct or indirect voting, investment or dispositive control over any securities of the Company or require the Banks to acquire, hold, vote or dispose of any securities of the Company. Each Reporting Person disclaims beneficial ownership of the securities reported herein, including the Subject Shares, except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.