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

    11/8/21 5:28:53 PM ET
    $COTY
    Package Goods/Cosmetics
    Consumer Discretionary
    Get the next $COTY alert in real time by email
    SC 13D/A 1 brhc10030510_sc13da.htm SC 13D/A

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 5)*

    Coty Inc.
    (Name of Issuer)
    Class A Common Stock, $0.01 par value
    (Title of Class of Securities)
    222070203
    (CUSIP Number)
    David J. Sorkin, Esq.
    Kohlberg Kravis Roberts & Co. L.P.
    30 Hudson Yards
    New York, NY 10001
    (212) 750-8300

    with a copy to:

    Marni Lerner
    Simpson Thacher & Bartlett LLP
    425 Lexington Avenue
    New York, New York 10017
    Telephone: (212) 455-2000
    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    November 6, 2021
    (Date of Event Which Requires Filing of this Statement)
    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 §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐
    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
    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).



    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    KKR Rainbow Aggregator L.P.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     

    (1) Represents 123,219 shares of Series B Convertible Preferred Stock, par value $0.01 per share (“Series B Preferred Stock”), of Coty Inc. (the “Issuer”) convertible into shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of the Issuer, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.


    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    KKR Rainbow Aggregator GP LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     

    (1) Represents 123,219 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.


    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    KKR European Fund V (USD) SCSp
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Luxembourg
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     

    (1) Represents 123,219 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.


    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    KKR Associates Europe V SCSp
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Luxembourg
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     

    (1) Represents 123,219 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.


    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    KKR Europe V S.a r.l.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Luxembourg
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     

    (1) Represents 123,219 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.


    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    KKR Europe V Holdings Limited
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Cayman Islands
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     

    (1) Represents 123,219 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.


    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    KKR Group Partnership L.P.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Cayman Islands
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     

    (1) Represents 123,219 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.
     

    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    KKR Group Holdings Corp.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    CO
     
     
     
     

    (1) Represents 123,219 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.


    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    KKR & Co. Inc.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    CO
     
     
     
     

    (1) Represents 123,219 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.
     

    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    KKR Management LLP
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     

    (1) Represents 123,219 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.
     

    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    Henry R. Kravis
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    United States
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IN
     
     
     
     

    (1) Represents 123,219 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.
     

    CUSIP No. 222070203
    13D
     
    1
    NAMES OF REPORTING PERSONS
     
     
    George R. Roberts
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    United States
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    19,746,633(1)
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    19,746,633(1)
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    19,746,633(1)
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    2.4% (1)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IN
     
     
     
     

    (1) Represents 123,219 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.


    This Amendment No. 5 to the Schedule 13D (this “Amendment No. 5”) filed by the Reporting Persons (as defined below) relates to the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of Coty Inc., a Delaware corporation (the “Issuer”) and amends the prior Statement on Schedule 13D filed on June 12, 2020, as amended by Amendment No. 1 filed on November 16, 2020,  Amendment No. 2 filed on August 27, 2021, Amendment No. 3 filed on September 10, 2021 and Amendment No. 4 filed on October 1, 2021 (as amended hereby, this “Schedule 13D”).

    Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D.  Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

    This statement on Schedule 13D is being filed by:


    (i)
    KKR Rainbow Aggregator L.P., a Delaware limited partnership;

    (ii)
    KKR Rainbow Aggregator GP LLC, a Delaware limited liability company;
      (iii)
    KKR European Fund V (USD) SCSp, a société en commandite spéciale governed by the laws of Grand Duchy of Luxembourg;
      (iv)
    KKR Associates Europe V SCSp, a société en commandite spéciale governed by the laws of Grand Duchy of Luxembourg;

    (v)
    KKR Europe V S.a r.l., a société à responsabilité limitée governed by the laws of Grand Duchy of Luxembourg;
      (vi)
    KKR Europe V Holdings Limited, a Cayman Islands exempted limited company;
      (vii)
    KKR Group Partnership L.P., a Cayman Islands exempted limited partnership;
      (viii)
    KKR Group Holdings Corp., a Delaware corporation;
      (ix)
    KKR & Co. Inc., a Delaware corporation;

    (x)
    KKR Management LLP, a Delaware limited liability partnership;
      (xi)
    Henry R. Kravis, a United States citizen; and
      (xii)
    George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xii) are collectively referred to herein as the “Reporting Persons”).

    Item 2.
    Identity and Background.

    The information set forth in amended and restated Annex A hereto is incorporated by reference in this amended Item 2.

    Item 4.
    Purpose of Transaction.

    Item 4 is hereby amended and supplemented as follows:

    On November 6, 2021, the Issuer and KKR Rainbow Aggregator L.P. entered into an agreement (the “Redemption Agreement”) which provides for the exchange by KKR Rainbow Aggregator L.P. of 154,683 shares of Series B Preferred Stock, along with certain cash dividends declared thereon, for approximately 4.7% of the equity interests in Coty JV Holdings S.à r.l,, the holding company of certain assets, including the Wella, Clairol, OPI and ghd brands, which equity interests shall be issued to an affiliate of KKR Rainbow Aggregator L.P.  The closing of the exchange is expected to occur on or about November 30, 2021.

    The foregoing description of the Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to such document, a copy of which is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.
     
    As of the time of filing, KKR Rainbow Aggregator L.P. currently intends to sell its remaining shares of Series B Preferred Stock or the Class A Common Stock to be received upon conversion of such shares of Series B Preferred Stock, subject to KKR Rainbow Aggregator L.P.’s evaluation of market conditions and other factors as KKR Rainbow Aggregator may determine.

    Nancy Ford, one of the directors designated by KKR Rainbow Aggregator L.P. pursuant to the terms of the Investment Agreement, did not stand for re-election at the Issuer’s annual stockholders meeting for fiscal year 2022 on November 4, 2021, and accordingly, Ms. Ford no longer serves as a director of the Issuer..
     

    Item 5.
    Interest in Securities of the Issuer.

    Paragraphs (a), (b), (c) and (e) of Item 5 are hereby amended and restated in their entirety as follows:

    The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

    (a) and (b). Following the closing of the exchange reported in Item 4, the Reporting Persons will beneficially own 123,219 shares of Series B Preferred Stock. Series B Preferred Stock has an initial liquidation value of $1,000 per share and holders of Series B Preferred Stock are entitled to a cumulative dividend at a rate of 9.0% per annum, accruing daily and payable quarterly in arrears, subject to adjustment as described in Item 6 of this Schedule 13D. Each share of Series B Preferred Stock is convertible at any time at the option of the holder thereof into (i) the number of shares of Class A Common Stock equal to the quotient of (A) the sum of the liquidation preference and any accrued dividends with respect to such share of Series B Preferred Stock as of the applicable conversion date divided by (B) the conversion price as of the applicable conversion date plus (ii) cash in lieu of fractional shares. The initial conversion price is a dollar amount equal to $1,000 divided by the initial conversion rate of 160.2564, or approximately $6.24 per share. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Series B Certificate of Designations.  Dividends will be payable in cash, by increasing the amount of accrued dividends with respect to a share of Series B Preferred Stock, or any combination thereof, at the sole discretion of the Issuer.

    All of the computations and share amounts used herein do not give effect to any accretion on the shares of Series B Preferred Stock after the date of filing. As a result of its beneficial ownership of Series B Preferred Stock, the Reporting Persons may be deemed to beneficially own an aggregate of 19,746,633 shares of Class A Common Stock which would be received upon conversion of the Series B Preferred Stock as of the date hereof, which represents, in the aggregate, approximately 2.4% of the outstanding shares of the Issuer’s Class A Common Stock, as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.  Pursuant to the terms of the Series B Certificate of Designations, due to accretion of dividends, the number of shares of Class A Common Stock into which the Series B Preferred Stock may be converted may increase over time.

    The percentage of beneficial ownership in this Schedule 13D is based on 818,476,414 shares of Class A Common Stock outstanding as of November 1, 2021 as set forth in Quarterly Report on Form 10-Q filed by the Issuer on November 8, 2021.

    Each of KKR Rainbow Aggregator GP LLC (as the general partner of KKR Rainbow  Aggregator L.P.), KKR European Fund V (USD) SCSp (as the sole member of KKR Rainbow Aggregator GP LLC), KKR Associates Europe V SCSp (as the general partner of KKR European Fund V (USD) SCSp), KKR Europe V S.a r.l. (as the general partner of KKR Associates Europe V SCSp), KKR Europe V Holdings Limited (as the sole shareholder of KKR Europe V S.a r.l.), KKR Group Partnership L.P. (as the sole member of KKR Europe V Holdings Limited), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities beneficially owned directly by KKR Rainbow Aggregator L.P.

    The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

    To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Class A Common Stock except as described herein.

    (c) Except as otherwise described in Item 4 of this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in shares of Class A Common Stock since the filing of Amendment No. 4 to Schedule 13D.

    (e) Following the closing of the exchange reported in Item 4, the Reporting Persons cease to beneficially own more than 5% of the Class A Common Stock outstanding.


    Item 7.
    Materials to be Filed as Exhibits.

    Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:

    Exhibit
    No.
     
    Description
    Exhibit J
     
    Redemption Agreement, dated as of November 6, 2021 (incorporated herein by reference as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 8, 2021)
     

    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: November 8, 2021
    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
         
     
    KKR RAINBOW AGGREGATOR GP LLC
       
     
    By:
    /s/ Terence P. Gallagher
       
    Name: Terence P. Gallagher
       
    Title: Assistant Treasurer
       
     
    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
       
     
    KKR ASSOCIATES EUROPE V SCSP
       
     
    By:
    KKR Europe V S.a r.l., its general partner
         
     
    By:
    /s/ Terence P. Gallagher
       
    Name: Terence P. Gallagher
       
    Title: Attorney-in-fact
         
     
    KKR EUROPE V S.A R.L.
         
     
    By:
    /s/ Terence P. Gallagher
       
    Name: Terence P. Gallagher
       
    Title: Attorney-in-fact
       
     
    KKR EUROPE V HOLDINGS LIMITED
       
     
    By:
    /s/ Terence P. Gallagher
       
    Name: Terence P. Gallagher
       
    Title: Vice President
     

     
    KKR GROUP PARTNERSHIP L.P.
       
     
    By:
    KKR Group Holdings Corp., its general partner
         
     
    By:
    /s/ Terence P. Gallagher
       
    Name: Terence P. Gallagher
       
    Title: Attorney-in-fact for
       
    Robert H. Lewin, Chief Financial Officer
         
     
    KKR GROUP HOLDINGS CORP.
       
     
    By:
    /s/ Terence P. Gallagher
       
    Name: Terence P. Gallagher
       
    Title: Attorney-in-fact for
       
    Robert H. Lewin, Chief Financial Officer
       
     
    KKR & CO. INC.
       
     
    By:
    /s/ Terence P. Gallagher
       
    Name: Terence P. Gallagher
       
    Title: Attorney-in-fact for
       
    Robert H. Lewin, Chief Financial Officer
       
     
    KKR MANAGEMENT LLP
       
     
    By:
    /s/ Terence P. Gallagher
       
    Name: Terence P. Gallagher
       
    Title: Attorney-in-fact for
       
    Robert H. Lewin, Chief Financial Officer
       
     
    HENRY R. KRAVIS
       
     
    By:
    /s/ Terence P. Gallagher
       
    Name: Terence P. Gallagher
       
    Title: Attorney-in-fact
       
     
    GEORGE R. ROBERTS
       
     
    By:
    /s/ Terence P. Gallagher
       
    Name: Terence P. Gallagher
       
    Title: Attorney-in-fact


    Annex A

    Annex A is hereby amended and restated as follows:

    Directors of KKR & Co. Inc.

    The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc. Each of such persons is a citizen of the United States other than Arturo Gutierrez, who is a citizen of Mexico, Xavier Niel, who is a citizen of France and Evan Spiegel, who is a citizen of the United States and France.

    Name
    Principal Occupation
    Henry R. Kravis
    Co-Executive Chairman of KKR & Co. Inc.
    George R. Roberts
    Co-Executive Chairman of KKR & Co. Inc.
    Joseph Y. Bae
    Co-Chief Executive Officer of KKR & Co. Inc.
    Scott C. Nuttall
    Co-Chief Executive Officer of KKR & Co. Inc.
    Adriane Brown
    Managing Partner of Flying Fish Partners
    Mary N. Dillon
    Chief Executive Officer of Ulta Beauty, Inc.
    Joseph A. Grundfest
    William A. Franke Professor of Law and Business of Stanford Law School
    Arturo Gutierrez
    Chief Executive Officer of Arca Continental, S.A.B. de C.V.
    John B. Hess
    Chief Executive Officer of Hess Corporation
    Dane Holmes
    Chief Executive Officer and Co-Founder of Eskalera Inc.
    Xavier Niel
    Founder, Deputy Chairman of the Board and Chief Strategy Officer of Iliad SA
    Patricia F. Russo
    Retired, Former Chief Executive Officer of Alcatel-Lucent
    Thomas M. Schoewe
    Retired, Former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc.
    Robert W. Scully
    Retired, Former Member, Office of the Chairman of Morgan Stanley
    Evan Spiegel
    Co-Founder and Chief Executive Officer of Snap Inc.



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      $COTY
      Package Goods/Cosmetics
      Consumer Discretionary
    • Coty downgraded by Canaccord Genuity with a new price target

      Canaccord Genuity downgraded Coty from Buy to Hold and set a new price target of $5.00

      5/8/25 8:26:20 AM ET
      $COTY
      Package Goods/Cosmetics
      Consumer Discretionary
    • Coty downgraded by Raymond James

      Raymond James downgraded Coty from Outperform to Mkt Perform

      4/17/25 8:29:04 AM ET
      $COTY
      Package Goods/Cosmetics
      Consumer Discretionary
    • Coty downgraded by BofA Securities with a new price target

      BofA Securities downgraded Coty from Buy to Underperform and set a new price target of $4.50

      4/15/25 9:24:03 AM ET
      $COTY
      Package Goods/Cosmetics
      Consumer Discretionary