Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Shaefer Peter
2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2013
3. Issuer Name and Ticker or Trading Symbol
COTY INC. [COTY]
(Last)
(First)
(Middle)
2 PARK AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Strat. Bus. Development
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10016
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A common stock 66,175
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (1) Class A common stock 39,144 $ (1) D  
IPO Units   (2)   (2) Class A common stock 80,000 $ (2) D  
Stock Option (right to buy)   (3) 09/15/2013 Class A common stock 60,000 $ 3.4 D  
Stock Option (right to buy)   (3) 09/30/2014 Class A common stock 60,000 $ 4.65 D  
Stock Option (right to buy)   (3) 09/30/2015 Class A common stock 60,000 $ 5.1 D  
Stock Option (right to buy)   (3) 09/10/2017 Class A common stock 70,000 $ 10.2 D  
Stock Option (right to buy)   (3) 11/01/2017 Class A common stock 76,000 $ 10.2 D  
Stock Option (right to buy) 01/07/2014 01/07/2019 Class A common stock 100,000 $ 6.4 D  
Stock Option (right to buy) 09/08/2014 09/08/2019 Class A common stock 50,000 $ 8.25 D  
Stock Option (right to buy) 09/14/2015 09/14/2020 Class A common stock 120,000 $ 9.2 D  
Stock Option (right to buy) 12/03/2015 12/03/2020 Class A common stock 21,700 $ 9.2 D  
Stock Option (right to buy) 09/22/2016 09/22/2021 Class A common stock 190,000 $ 10.5 D  
Stock Option (right to buy) 01/10/2017 01/10/2022 Class A common stock 37,500 $ 10.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shaefer Peter
2 PARK AVENUE
NEW YORK, NY 10016
      SVP, Strat. Bus. Development  

Signatures

/s/ Michelle Garcia, Attorney-in-Fact 06/13/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Upon vesting, each Restricted Stock Unit will settle for one share of Class A common stock of Coty Inc. 37,500 Restricted Stock Units vest on September 25, 2017, and 1,644 Restricted Stock Units vest on January 17, 2018.
(2) Upon vesting, each IPO Unit will settle for one share of Class A common stock of Coty Inc. 40,000 IPO Units vest on June 13, 2013, and 40,000 IPO Units vest on June 13, 2014.
(3) The stock options are currently exercisable.
 
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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