SEC Form 4 · accession 0001024305-16-000194
COTY INC. · COTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sylvie Moreau
Officer — President, Professional Beauty
Period of report
Oct 4, 2016
Accepted (ET)
Oct 6, 2016 · 5:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001024305
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1 | Oct 4, 2016 | J | 2,483 | — | A | 2,483 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Oct 5, 2016 | A | 39,952 | A | — | — | Class A common stock | 39,952 | 39,952 | D |
Explanation of responses
- F1Pursuant to the Transaction Agreement, dated July 8, 2015, by and among Issuer, The Procter & Gamble Company ("P&G"), Galleria Co. ("Galleria") and Green Acquisition Sub Inc., P&G commenced an exchange offer (the "Offer") for the separation of Galleria, a wholly owned subsidiary of P&G, pursuant to which, Galleria common stock was converted into the right to receive one share of Issuer's Class A common stock ("Merger"). Pursuant to the Offer and Merger, participating P&G shareholders received 3.9033 shares of Issuer's Class A common stock for each P&G share tendered in the Offer, subject to proration. The Reporting Person tendered her P&G shares for exchange in the Offer, which expired at 12:00 AM, New York City time at the end of September 29, 2016. On October 4, 2016, the guaranteed delivery period for the Offer ended and the final proration factor of 15.0123% for the Offer was calculated. The Reporting Person received 2,483 shares of Class A Common Stock in the Offer and Merger.
- F2Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of the Issuer. The Restricted Stock Units vest on October 5, 2021.