Statement of Changes in Beneficial Ownership (4)
September 10 2021 - 5:28PM
Edgar (US Regulatory)
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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KKR Rainbow Aggregator L.P. |
2. Issuer Name and Ticker or Trading Symbol
COTY INC.
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COTY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET, SUITE 4200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/10/2021 |
(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 9/10/2021 | | S | | 50000088 | D | $8.39 (1) | 0 | I | See footnotes (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | This amount represents the $8.53 secondary public offering price per share of Class A Common Stock, less the underwriting discount of $0.14 per share for shares sold pursuant to an underwritten public offering. |
(2) | These securities are held by KKR Rainbow Aggregator L.P. KKR Rainbow Aggregator GP LLC is the general partner of KKR Rainbow Aggregator L.P. KKR European Fund V (USD) SCSp is the sole member of KKR Rainbow Aggregator GP LLC. KKR Associates Europe V SCSp is the general partner of KKR European Fund V (USD) SCSp. KKR Europe V S.a r.l. is the general partner of KKR Associates Europe V SCSp. KKR Europe V Holdings Limited is the sole shareholder of KKR Europe V S.a r.l. KKR Group Partnership L.P. is the sole member of KKR Europe V Holdings Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. |
(3) | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
Remarks: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KKR Rainbow Aggregator L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019 |
| X |
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KKR Rainbow Aggregator GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019 |
| X |
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KKR European Fund V (USD) SCSp C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019 |
| X |
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KKR Associates Europe V SCSp C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019 |
| X |
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KKR Europe V S.a r.l. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019 |
| X |
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KKR Europe V Holdings Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019 |
| X |
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Signatures
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KKR RAINBOW AGGREGATOR L.P. By: KKR Rainbow Aggregator GP LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Assistant Treasurer | | 9/10/2021 |
**Signature of Reporting Person | Date |
KKR RAINBOW AGGREGATOR GP LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Assistant Treasurer | | 9/10/2021 |
**Signature of Reporting Person | Date |
KKR EUROPEAN FUND V (USD) SCSP By: KKR Associates Europe V SCSp, its general partner, By: KKR Europe V S.a r.l., its general partner, By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact | | 9/10/2021 |
**Signature of Reporting Person | Date |
KKR ASSOCIATES EUROPE V SCSP By: By: KKR Europe V S.a r.l., its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact | | 9/10/2021 |
**Signature of Reporting Person | Date |
KKR EUROPE V S.A R.L. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact | | 9/10/2021 |
**Signature of Reporting Person | Date |
KKR EUROPE V HOLDINGS LIMITED By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Vice President | | 9/10/2021 |
**Signature of Reporting Person | Date |
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