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 *
Froidefond Sebastien
   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)
Chief Human Resources Officer
(Last)
(First)
(Middle)
20 EASTBOURNE TERRACE		 3. Date of Earliest Transaction (Month/Day/Year)
02/16/2017
(Street)

LONDON, X0 W26		 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Series A Preferred Stock (1) 02/16/2017   A   481,539     (1) 02/16/2024 Class A common stock (2) $ 0.01 481,539 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Froidefond Sebastien
20 EASTBOURNE TERRACE
LONDON, X0 W26		       Chief Human Resources Officer  

Signatures

 /s/ Michelle Garcia, Attorney-in-Fact   02/21/2017
**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) Each share of Series A Preferred Stock (the "Series A Shares") may be exchanged for cash or shares of Class A Common Stock ("Class A Shares"), at the Issuer's election, upon the earlier of (i) February 16, 2022, if the Reporting Person is employed with the Issuer; (ii) termination of the Reporting Person's employment as a result of death or disability; or (iii) a termination of the Reporting Person's employment under certain circumstances following a change of control of the Issuer. If at any time starting on November 10, 2017 through February 16, 2022 (or, if earlier, the exchange date), the Reporting Person owns fewer than 160,513 Class A Shares but more than 96,308 Class A Shares, a pro rata portion of Series A Shares will be forfeited. If at any time starting on November 10, 2017 through February 16, 2022 (or, if earlier, the exchange date), the Reporting Person owns fewer than 96,308 Class A Shares, all Series A Shares will be forfeited.
(2) The amount of cash or number of shares of Class A Common Stock, at the Issuer's election, received upon exchange will equal the difference between (i) the fair market value of the Class A Common Stock on the date that the Series A Shares are exchanged less (ii) $3.50 plus the fair market value of the Class A Common Stock on the date that the Series A Shares were purchased.

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