Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
JAB Holdings II B.V.
   2. Issuer Name and Ticker or Trading Symbol
COTY INC. [COTY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
OUDEWEG 147		 3. Date of Earliest Transaction (Month/Day/Year)
06/18/2013
(Street)

HAARLEM THE NETHERLANDS 2031 CC		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (1) 06/18/2013   C   43,555,901 A (2) 43,555,901 D  
Class A common stock (1) 06/18/2013   C   43,555,901 D $ 16.8875 0 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
Class B common stock (1) (2) 06/18/2013   C     43,555,901   (2)   (2) Class A common stock 43,555,901 $ 0 269,850,643 D  
Obligation to Sell (1) (3) $ 16.8875 06/18/2013   C     43,555,901 06/18/2013   (3) Class A common stock 43,555,901 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JAB Holdings II B.V.
OUDEWEG 147
HAARLEM THE NETHERLANDS 2031 CC		     X    
Donata Holding SE
ROOSEVELTPLATZ 4-5 / TOP 10
VIENNA AUSTRIA A-1090		     X    
Parentes Holding SE
ROOSEVELTPLATZ 4-5 / TOP 10
VIENNA AUSTRIA A-1090		     X    
JAB Holdings B.V.
OUDEWEG 147
HAARLEM THE NETHERLANDS 2031 CC		     X    

Signatures

 /s/ Joachim Creus, Attorney-in-Fact   06/20/2013
**Signature of Reporting Person Date
 /s/ Markus Hopmann, Attorney-in-Fact   06/20/2013
**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) This Statement is being filed by JAB Holdings II B.V. ("JAB II"), JAB Holdings B.V. ("JAB"), Parentes Holding SE ("Parentes") and Donata Holding SE ("Donata" and, together with JAB II, JAB and Parentes, the "Reporting Persons"). JAB II is an indirect subsidiary of each of Parentes and Donata. JAB is an indirect subsidiary of Parentes and a direct stockholder of JAB II. Other intervening subsidiaries are Donata Holdings B.V., Joh. A. Benckiser s.a r.l., and JAB Investments s.a r.l. JAB, Donata and Parentes are indirect beneficial owners of the reported securities, and each disclaims a pecuniary interest in the reported securities except to the extent of its interest therein. The address of Donata and Parentes is: Rooseveltplatz 4-5 / Top 10, A-1090 Vienna, Austria. JAB's address is the same as JAB II's.
(2) Class B Common Stock is convertible to Class A common stock at any time on a one-for-one basis and has no expiration date. The Class B shares converted to Class A shares upon being transferred pursuant to settlement of an underwriting agreement dated June 12, 2013.
(3) Pursuant to an underwriting agreement dated June 12, 2013, JAB II was obligated to sell 43,555,901 shares of Class A common stock to the underwriters party to such agreement. The underwriting agreement did not specify a specific expiration date upon which the underwriters' right to purchase the shares terminated. The Class B shares converted to Class A shares upon being transferred pursuant to settlement of the underwriting agreement.

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