09/03/2025 | Press release | Distributed by Public on 09/03/2025 19:50
FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Cash-Settled Total Return Swap(2) | (2) | 08/29/2025 | H/K(2) | 5,000,000(2) | (2) | (2) | Class A Common Stock | 5,000,000 | (2) | 30,000,000 | D(3)(4) | ||||
Cash-Settled Total Return Swap(5) | (5) | 09/02/2025 | J/K(5) | 30,000,000(5) | (5) | (5) | Class A Common Stock | 30,000,000 | (5) | 30,000,000 | D(3)(4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JAB Holdings B.V. PIET HEINKADE 55 AMSTERDAM, P7 1019 GM |
X | |||
Agnaten SE 4, RUE JEAN MONNET LUXEMBOURG, N4 L-2180 |
X | |||
Lucresca SE 4, RUE JEAN MONNET LUXEMBOURG, N4 L-2180 |
X |
/s/ Sebastiaan Wolvers, Managing Director of JAB Holdings B.V. | 09/03/2025 | |
**Signature of Reporting Person | Date | |
/s/ Rafael Da Cunha, Managing Director of JAB Holdings B.V. | 09/03/2025 | |
**Signature of Reporting Person | Date | |
/s/ Joachim Creus, Authorized Representative of Agnaten SE | 09/03/2025 | |
**Signature of Reporting Person | Date | |
/s/ Joachim Creus, Authorized Representative of Lucresca SE | 09/03/2025 | |
**Signature of Reporting Person | Date |
* | 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) | These shares (the "Shares") of Class A Common Stock, par value $0.01 per share, of Coty Inc. (the "Company") are held and beneficially owned by JAB Beauty B.V., a direct or indirect subsidiary of each Reporting Person herein. As such, each Reporting Person herein may be deemed a beneficial owner of Shares held by JAB Beauty B.V. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. |
(2) | On August 29, 2025, the Long Swap (as defined below) with Credit Agricole Corporate and Investment Bank expired and terminated by cash-settlement by its terms with respect to a notional amount of 5,000,000 Shares. |
(3) | JAB Holdings B.V. is party to long cash-settled total return equity swaps (each, a "Long Swap") with Banco Santander, S.A., BNP Paribas and Societe Generale (the "Banks"), providing for the establishment of long exposure with respect to a notional amount of Shares (the "Subject Shares"). The Long Swaps (but not the Subject Shares referenced thereby) are owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein. The Long Swaps do not give JAB Holdings B.V. direct or indirect voting, investment or dispositive control over any securities of the Company or require the Banks to acquire, hold, vote or dispose of any securities of the Company. |
(4) | Each Reporting Person disclaims beneficial ownership of the securities reported herein, including the Subject Shares, except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(5) | On September 2, 2025, JAB Holdings B.V. agreed to extend the term of the Long Swap with Banco Santander, S.A., BNP Paribas and Societe Generale by approximately two (2) years for no additional consideration, although JAB Holdings B.V. has the right to terminate and close out the Long Swap during certain specified earlier periods if it so chooses. The extension resulted in a deemed cancellation of the existing Long Swap and a deemed entry into a new Long Swap with a later settlement date. The deemed cancellation is exempt from Sections 16(a) and 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) promulgated thereunder, respectively. All other material terms of such Long Swap, including the Reference Price, remain materially unchanged and in full force and effect. |