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 *
Moreau Sylvie
  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)
President, Professional Beauty
(Last)
(First)
(Middle)
350 FIFTH AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
10/04/2016
(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 10/04/2016   J(1)   2,483 A (1) 2,483 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 (2) 10/05/2016   A   39,952     (2)   (2) Class A common stock 39,952 $ 0 39,952 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Moreau Sylvie
350 FIFTH AVENUE
NEW YORK, NY 10118
      President, Professional Beauty  

Signatures

 /s/ Nina Ayer, Attorney-in-fact   10/06/2016
**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) Pursuant 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.
(2) Upon 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.

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