SEC Form 4 · accession 0001024305-17-000012
COTY INC. · COTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sebastien Froidefond
Officer — Chief Human Resources Officer
Period of report
Feb 16, 2017
Accepted (ET)
Feb 21, 2017 · 4:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001024305
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F2 | — | Feb 16, 2017 | A | 481,539 | A | — | Feb 16, 2024 | Class A common stock | — | 481,539 | D |
Explanation of responses
- F1Each share of Series A Preferred Stock (the "Series A Shares") may be exchanged for cash or shares of Class A Common Stock ("Class A Shares"), at the Issuer's election, upon the earlier of (i) February 16, 2022, if the Reporting Person is employed with the Issuer; (ii) termination of the Reporting Person's employment as a result of death or disability; or (iii) a termination of the Reporting Person's employment under certain circumstances following a change of control of the Issuer. If at any time starting on November 10, 2017 through February 16, 2022 (or, if earlier, the exchange date), the Reporting Person owns fewer than 160,513 Class A Shares but more than 96,308 Class A Shares, a pro rata portion of Series A Shares will be forfeited. If at any time starting on November 10, 2017 through February 16, 2022 (or, if earlier, the exchange date), the Reporting Person owns fewer than 96,308 Class A Shares, all Series A Shares will be forfeited.
- F2The amount of cash or number of shares of Class A Common Stock, at the Issuer's election, received upon exchange will equal the difference between (i) the fair market value of the Class A Common Stock on the date that the Series A Shares are exchanged less (ii) $3.50 plus the fair market value of the Class A Common Stock on the date that the Series A Shares were purchased.