SEC Form SC 13D/A filed by Coty Inc. (Amendment)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

(1) This represents the aggregate voting and dispositive power of shares of Class A Common Stock, par value $0.01 per share (the “Class A Shares”), of Coty Inc. (the “Company”) that may be deemed to be beneficially owned by Cottage Holdco B.V. (“Cottage Holdco”).

(2) The percentage ownership is based upon 816,065,849 Class A Shares issued and outstanding as of September 10, 2021, as set forth in the Definitive Proxy Statement on Schedule 14A filed by the Company with the United States Securities and Exchange Commission on September 23, 2021 (the “Proxy”). The percentage ownership is without giving effect to conversion of the outstanding shares of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Shares”).

(1) Amount consists of 453,853,684 Class A Shares held by Cottage Holdco. JAB Cosmetics may be deemed to have beneficial ownership of such Class A Shares since Cottage Holdco is a direct subsidiary of JAB Cosmetics.

(2) The percentage ownership is based upon 816,065,849 Class A Shares issued and outstanding as of September 10, 2021, as set forth in the Proxy. The percentage ownership is without giving effect to conversion of the outstanding Series B Shares.

(1) Amount consists of 453,853,684 Class A Shares held by Cottage Holdco. JAB Holdings B.V. (“JAB Holdings”) may be deemed to have beneficial ownership of such Class A Shares since Cottage Holdco is an indirect subsidiary of JAB Holdings.

(2) The percentage ownership is based upon 816,065,849 Class A Shares issued and outstanding as of September 10, 2021, as set forth in the Proxy. The percentage ownership is without giving effect to conversion of the outstanding Series B Shares.

(1) Amount consists of 453,853,684 Class A Shares held by Cottage Holdco. Agnaten SE (“Agnaten”) may be deemed to have beneficial ownership of such Class A Shares since Cottage Holdco is an indirect subsidiary of Agnaten.

(2) The percentage ownership is based upon 816,065,849 Class A Shares issued and outstanding as of September 10, 2021, as set forth in the Proxy. The percentage ownership is without giving effect to conversion of the outstanding Series B Shares.

(1) Amount consists of 453,853,684 Class A Shares held by Cottage Holdco. Lucresca SE (“Lucresca”) may be deemed to have beneficial ownership of such Class A Shares since Cottage Holdco is an indirect subsidiary of Lucresca.

(2) The percentage ownership is based upon 816,065,849 Class A Shares issued and outstanding as of September 10, 2021, as set forth in the Proxy. The percentage ownership is without giving effect to conversion of the outstanding Series B Shares.

Explanatory Note

This statement on Schedule 13D/A constitutes Amendment No. 3 (this “Amendment No. 3”) to and amends and supplements the prior statement on Schedule 13D as filed on May 1, 2019, as amended by Amendment No. 1 filed on March 19, 2020 and Amendment No. 2 filed on November 16, 2020 (as so amended, the “Schedule 13D”), by (i) Cottage Holdco B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Cottage Holdco”), (ii) JAB Cosmetics B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“JAB Cosmetics”), (iii) JAB Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“JAB Holdings”), (iv) Agnaten SE, a private company incorporated under the laws of Luxembourg (“Agnaten”) and (v) Lucresca SE, a private company incorporated under the laws of Luxembourg (“Lucresca” and together with Cottage Holdco, JAB Cosmetics, JAB Holdings and Agnaten, the “Reporting Persons”). Except as set forth herein, all items remain as previously reported in the Schedule 13D.

Item 2 is hereby amended and supplemented as follows:

The name, business address and present principal occupation or employment of each executive officer and director of Cottage Holdco, JAB Cosmetics, JAB Holdings, Agnaten and Lucresca are set forth on Schedule A hereto.

Item 4 is hereby amended and supplemented as follows:

On October 29, 2021, Cottage Holdco transferred (the “Share Transfer”) 10,000,000 shares of Class A Common Stock of Coty Inc. (the “Company”) to Sue Y. Nabi, the Company’s Chief Executive Officer, pursuant to the Equity Transfer Agreement (the “Equity Transfer Agreement”), dated as of July 2, 2020, by and among the Company, Cottage Holdco and Ms. Nabi.

Item 5 is hereby amended and supplemented as follows:

(a) – (b) The Reporting Persons may be deemed to beneficially own after giving effect to the Share Transfer, in the aggregate, 453,853,684 Class A Shares, representing approximately 55.6% of the Company’s outstanding Class A Shares (based upon 816,065,849 Class A Shares issued and outstanding as of September 10, 2021, as set forth in the Definitive Proxy Statement on Schedule 14A filed by the Company with the United States Securities and Exchange Commission on September 23, 2021 (the “Proxy”)). The percentage ownership is without giving effect to conversion of the outstanding Series B Shares.

Cottage Holdco has voting power and dispositive power with regard to 453,853,684 Class A Shares after giving effect to the Share Transfer. JAB Cosmetics, JAB Holdings, Agnaten and Lucresca, by virtue of their relationships to Cottage Holdco, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the Class A Shares which Cottage Holdco directly beneficially owns.

As of the date hereof, Mr. Harf has sole voting and investment power with respect to 12,334,548 Class A Shares and 146,057 Series B Shares. As a result, Mr. Harf may be deemed to beneficially own, in the aggregate, 37,904,332 Class A Shares (comprised of 12,324,548 Class A Shares and 25,569,784 Class A Shares issuable upon conversion of Series B Shares as of September 10, 2021 as set forth in the Proxy), representing approximately 4.5% of the Company’s outstanding Class A Shares (based upon (i) 816,065,849 Class A Shares issued and outstanding as of September 10, 2021, as set forth in the Proxy, and (ii) the 146,057 Series B Shares).

Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto, beneficially owns any Shares.

(c) Except as set forth above and in this Item 5(c), none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto, has effected any transactions in the Shares during the past 60 days.

Item 6 is hereby amended and supplemented as follows:

Cottage Holdco is party to the Equity Transfer Agreement, which is attached as Exhibit F hereto and is incorporated by reference herein.

Item 7 is hereby amended and supplemented as follows:

EXHIBIT INDEX

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 29, 2021

SCHEDULE A

Cottage Holdco B.V.

Set forth below is a list of the directors and executive officers of Cottage Holdco B.V. as of October 29, 2021, their present principal occupations or employment, and citizenship.

JAB Cosmetics B.V.

Set forth below is a list of the directors and executive officers of JAB Cosmetics B.V. as of October 29, 2021, their present principal occupations or employment, and citizenship.

JAB Holdings B.V.

Set forth below is a list of the directors and executive officers of JAB Holdings B.V. as of October 29, 2021, their present principal occupations or employment, and citizenship.

Agnaten SE

Set forth below is a list of the directors and executive officers of Agnaten SE as of October 29, 2021, their present principal occupations or employment, and citizenship.

Lucresca SE

Set forth below is a list of the directors and executive officers of Lucresca SE as of October 29, 2021, their present principal occupations or employment, and citizenship.