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 * de Talhouet Patrice   2. Issuer Name and Ticker or Trading Symbol COTY INC. [COTY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 350 FIFTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 04/14/2015 (Street) NEW YORK, NY 10118 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 04/14/2015   M   51,381 A $ 0 168,587 D   Class A common stock 04/14/2015   M   21,141 A $ 0 189,728 D   Class A common stock 04/15/2015   P   17,569 A $ 24.86 207,297 D

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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

Restricted Stock Units

(1)

04/14/2015

M

51,381

(1)

(1)

Class A common stock

51,381

$ 0

46,694

D

Restricted Stock Units

(2)

04/14/2015

M

21,141

(2)

(2)

Class A common stock

21,141

$ 0

25,553

D

Series A Preferred Stock (right to buy)

(3)

04/15/2015

A

621,633

(3)

04/15/2025

Class A common stock

621,633

$ 0.01

621,633

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
de Talhouet Patrice 350 FIFTH AVENUE NEW YORK, NY 10118			Chief Financial Officer

Signatures

/s/ Nina Ayer, Attorney-in-Fact		04/17/2015
**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)	Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of Coty Inc. Vesting of Restricted Stock Units was accelerated from January 1, 2019 to April 14, 2015.
(2)	Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of Coty Inc. Vesting of Restricted Stock Units was accelerated from February 18, 2019 to April 14, 2015.
(3)	Upon vesting, each Series A Preferred Stock can be exchanged for up to one share of Class A Common Stock. The Series A Preferred Stock vest on April 15, 2020, subject to certain vesting conditions and exceptions.

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