KKR Associates Europe V SCSp

SEC source: 0001140361-21-033277 · form4.xml · derivative · entry 1

KKR Rainbow Aggregator L.P. · CIK 0001813405 · 10% owner

KKR Rainbow Aggregator GP LLC · CIK 0001813396 · 10% owner

KKR European Fund V (USD) SCSp · CIK 0001755734 · 10% owner

KKR Associates Europe V SCSp · CIK 0001813358 · 10% owner

KKR Europe V S.a r.l. · CIK 0001813365 · 10% owner

KKR Europe V Holdings Ltd · CIK 0001813351 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 277,902

Underlying: Class A Common Stock · 46,548,875 shares

Expires not disclosed

F2 · derivative.exercise_price: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The current 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, and is subject to certain anti-dilution adjustments.

F1 · kind: On September 30, 2021, Coty, Inc. and KKR Rainbow Aggregator L.P. entered into an agreement which provides for the exchange by KKR Rainbow Aggregator L.P. of 290,465 shares of Series B Preferred Stock, along with certain cash dividends declared thereon, for approximately 9% of the equity interests in Coty JV Holdings S.a 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 October 20, 2021.

F1 · price: On September 30, 2021, Coty, Inc. and KKR Rainbow Aggregator L.P. entered into an agreement which provides for the exchange by KKR Rainbow Aggregator L.P. of 290,465 shares of Series B Preferred Stock, along with certain cash dividends declared thereon, for approximately 9% of the equity interests in Coty JV Holdings S.a 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 October 20, 2021.

F4 · derivative.exercise_date: The Series B Preferred Stock is convertible into shares of Class A Common Stock at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F4 · derivative.expiration_date: The Series B Preferred Stock is convertible into shares of Class A Common Stock at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F2 · derivative.underlying_shares: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The current 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, and is subject to certain anti-dilution adjustments.

F5 · derivative.underlying_shares: The Series B Preferred Stock reported herein has an initial liquidation preference of $1,000 per share. The Series B Preferred Stock has a dividend rate of 9.0% per annum, accruing daily and payable quarterly in arrears, which shall increase by 1.0% on the seven year anniversary of the issuance date and shall increase by an additional 1.0% on each subsequent anniversary up to a maximum of 12.0%, which 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.

F3 · ownership.nature: 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.

F6 · ownership.nature: 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.

SEC source: 0001140361-21-030952 · form4.xml · nonDerivative · entry 1

KKR Rainbow Aggregator L.P. · CIK 0001813405 · 10% owner

KKR Rainbow Aggregator GP LLC · CIK 0001813396 · 10% owner

KKR European Fund V (USD) SCSp · CIK 0001755734 · 10% owner

KKR Associates Europe V SCSp · CIK 0001813358 · 10% owner

KKR Europe V S.a r.l. · CIK 0001813365 · 10% owner

KKR Europe V Holdings Ltd · CIK 0001813351 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F1 · price: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001140361-21-030816 · form4.xml · derivative · entry 2

KKR Rainbow Aggregator L.P. · CIK 0001813405 · 10% owner

KKR Rainbow Aggregator GP LLC · CIK 0001813396 · 10% owner

KKR European Fund V (USD) SCSp · CIK 0001755734 · 10% owner

KKR Associates Europe V SCSp · CIK 0001813358 · 10% owner

KKR Europe V S.a r.l. · CIK 0001813365 · 10% owner

KKR Europe V Holdings Ltd · CIK 0001813351 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 568,367

Underlying: Class A Common Stock · 50,000,088 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The current 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, and is subject to certain anti-dilution adjustments.

F1 · kind: On September 7, 2021, in connection with a registered secondary offering of shares of Class A common stock, par value of $0.01 per share (the "Class A Common Stock"), of Coty Inc. (the "Issuer"), KKR Rainbow Aggregator, L.P. delivered a conversion notice to convert 285,576 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), of the Issuer into shares of Class A Common Stock pursuant to the terms thereof. The offering of such Class A Common Stock is expected to close on September 10, 2021.

F4 · derivative.exercise_date: The Series B Preferred Stock is convertible into shares of Class A Common Stock at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F4 · derivative.expiration_date: The Series B Preferred Stock is convertible into shares of Class A Common Stock at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F2 · derivative.underlying_shares: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The current 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, and is subject to certain anti-dilution adjustments.

F5 · derivative.underlying_shares: The Series B Preferred Stock reported herein has an initial liquidation preference of $1,000 per share. The Series B Preferred Stock has a dividend rate of 9.0% per annum, accruing daily and payable quarterly in arrears, which shall increase by 1.0% on the seven year anniversary of the issuance date and shall increase by an additional 1.0% on each subsequent anniversary up to a maximum of 12.0%, which 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.

F3 · ownership.nature: 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.

F6 · ownership.nature: 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.

SEC source: 0001140361-21-030816 · form4.xml · nonDerivative · entry 1

KKR Rainbow Aggregator L.P. · CIK 0001813405 · 10% owner

KKR Rainbow Aggregator GP LLC · CIK 0001813396 · 10% owner

KKR European Fund V (USD) SCSp · CIK 0001755734 · 10% owner

KKR Associates Europe V SCSp · CIK 0001813358 · 10% owner

KKR Europe V S.a r.l. · CIK 0001813365 · 10% owner

KKR Europe V Holdings Ltd · CIK 0001813351 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 50,000,088

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On September 7, 2021, in connection with a registered secondary offering of shares of Class A common stock, par value of $0.01 per share (the "Class A Common Stock"), of Coty Inc. (the "Issuer"), KKR Rainbow Aggregator, L.P. delivered a conversion notice to convert 285,576 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), of the Issuer into shares of Class A Common Stock pursuant to the terms thereof. The offering of such Class A Common Stock is expected to close on September 10, 2021.

F2 · price: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The current 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, and is subject to certain anti-dilution adjustments.

F3 · ownership.nature: 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.

F6 · ownership.nature: 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.

SEC source: 0001140361-20-030062 · form4.xml · derivative · entry 2

KKR Rainbow Aggregator L.P. · CIK 0001813405 · 10% owner

KKR Rainbow Aggregator GP LLC · CIK 0001813396 · 10% owner

KKR European Fund V (USD) SCSp · CIK 0001755734 · 10% owner

KKR Associates Europe V SCSp · CIK 0001813358 · 10% owner

KKR Europe V S.a r.l. · CIK 0001813365 · 10% owner

KKR Europe V Holdings Ltd · CIK 0001813351 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Class A Common Stock · 24,028,822 shares

Expires not disclosed

F5 · derivative.exercise_price: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The current 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, and is subject to certain anti-dilution adjustments.

F1 · kind: On November 16, 2020, KKR Rainbow Aggregator, L.P. and certain of its affiliated investment funds entered into a Purchase and Sale Agreement (the "Purchase Agreement"), whereby KKR Rainbow Aggregator, L.P. agreed to distribute to such investment funds, and such investment funds agreed to sell, 146,057 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") for an aggregate purchase price of $150,000,539, subject to the terms and conditions therein, including expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which was obtained on December 30, 2020. Pursuant to the Purchase Agreement, any dividends accruing or paid on such shares of Series B Preferred Stock prior to the closing date will accrue to the benefit of the purchaser. The closing of the sale under the Purchase Agreement is expected to occur on August 27, 2021.

F1 · shares: On November 16, 2020, KKR Rainbow Aggregator, L.P. and certain of its affiliated investment funds entered into a Purchase and Sale Agreement (the "Purchase Agreement"), whereby KKR Rainbow Aggregator, L.P. agreed to distribute to such investment funds, and such investment funds agreed to sell, 146,057 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") for an aggregate purchase price of $150,000,539, subject to the terms and conditions therein, including expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which was obtained on December 30, 2020. Pursuant to the Purchase Agreement, any dividends accruing or paid on such shares of Series B Preferred Stock prior to the closing date will accrue to the benefit of the purchaser. The closing of the sale under the Purchase Agreement is expected to occur on August 27, 2021.

F1 · price: On November 16, 2020, KKR Rainbow Aggregator, L.P. and certain of its affiliated investment funds entered into a Purchase and Sale Agreement (the "Purchase Agreement"), whereby KKR Rainbow Aggregator, L.P. agreed to distribute to such investment funds, and such investment funds agreed to sell, 146,057 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") for an aggregate purchase price of $150,000,539, subject to the terms and conditions therein, including expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which was obtained on December 30, 2020. Pursuant to the Purchase Agreement, any dividends accruing or paid on such shares of Series B Preferred Stock prior to the closing date will accrue to the benefit of the purchaser. The closing of the sale under the Purchase Agreement is expected to occur on August 27, 2021.

F4 · derivative.exercise_date: The Series B Preferred Stock is convertible into shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock") at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F4 · derivative.expiration_date: The Series B Preferred Stock is convertible into shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock") at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F5 · derivative.underlying_shares: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The current 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, and is subject to certain anti-dilution adjustments.

F6 · derivative.underlying_shares: The Series B Preferred Stock reported herein has an initial liquidation preference of $1,000 per share. The Series B Preferred Stock has a dividend rate of 9.0% per annum, accruing daily and payable quarterly in arrears, which shall increase by 1.0% on the seven year anniversary of the issuance date and shall increase by an additional 1.0% on each subsequent anniversary up to a maximum of 12.0%, which 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. The number of shares of Series B Preferred Stock that corresponds to the sale described in footnote (1) above was equal to approximately 24,028,822 underlying shares of Class A Common Stock, based on the current conversion rate of such Series B Preferred Stock and the liquidation preference and accrued dividends of such shares as of the date of the Purchase Agreement.

F5 · balance_after: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The current 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, and is subject to certain anti-dilution adjustments.

F3 · ownership.nature: Represents securities which will be distributed by KKR Rainbow Aggregator L.P. to certain affiliated investment funds in connection with the sale by those investment funds of such securities as described in footnote (1) above. Following such sale, the affiliated investment funds will not directly hold any securities of the Issuer.

F7 · ownership.nature: 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.

SEC source: 0001140361-20-030062 · form4.xml · derivative · entry 1

KKR Rainbow Aggregator L.P. · CIK 0001813405 · 10% owner

KKR Rainbow Aggregator GP LLC · CIK 0001813396 · 10% owner

KKR European Fund V (USD) SCSp · CIK 0001755734 · 10% owner

KKR Associates Europe V SCSp · CIK 0001813358 · 10% owner

KKR Europe V S.a r.l. · CIK 0001813365 · 10% owner

KKR Europe V Holdings Ltd · CIK 0001813351 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 853,943

Underlying: Class A Common Stock · 24,028,822 shares

Expires not disclosed

F5 · derivative.exercise_price: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The current 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, and is subject to certain anti-dilution adjustments.

F1 · kind: On November 16, 2020, KKR Rainbow Aggregator, L.P. and certain of its affiliated investment funds entered into a Purchase and Sale Agreement (the "Purchase Agreement"), whereby KKR Rainbow Aggregator, L.P. agreed to distribute to such investment funds, and such investment funds agreed to sell, 146,057 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") for an aggregate purchase price of $150,000,539, subject to the terms and conditions therein, including expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which was obtained on December 30, 2020. Pursuant to the Purchase Agreement, any dividends accruing or paid on such shares of Series B Preferred Stock prior to the closing date will accrue to the benefit of the purchaser. The closing of the sale under the Purchase Agreement is expected to occur on August 27, 2021.

F1 · shares: On November 16, 2020, KKR Rainbow Aggregator, L.P. and certain of its affiliated investment funds entered into a Purchase and Sale Agreement (the "Purchase Agreement"), whereby KKR Rainbow Aggregator, L.P. agreed to distribute to such investment funds, and such investment funds agreed to sell, 146,057 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") for an aggregate purchase price of $150,000,539, subject to the terms and conditions therein, including expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which was obtained on December 30, 2020. Pursuant to the Purchase Agreement, any dividends accruing or paid on such shares of Series B Preferred Stock prior to the closing date will accrue to the benefit of the purchaser. The closing of the sale under the Purchase Agreement is expected to occur on August 27, 2021.

F1 · price: On November 16, 2020, KKR Rainbow Aggregator, L.P. and certain of its affiliated investment funds entered into a Purchase and Sale Agreement (the "Purchase Agreement"), whereby KKR Rainbow Aggregator, L.P. agreed to distribute to such investment funds, and such investment funds agreed to sell, 146,057 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") for an aggregate purchase price of $150,000,539, subject to the terms and conditions therein, including expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which was obtained on December 30, 2020. Pursuant to the Purchase Agreement, any dividends accruing or paid on such shares of Series B Preferred Stock prior to the closing date will accrue to the benefit of the purchaser. The closing of the sale under the Purchase Agreement is expected to occur on August 27, 2021.

F4 · derivative.exercise_date: The Series B Preferred Stock is convertible into shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock") at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F4 · derivative.expiration_date: The Series B Preferred Stock is convertible into shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock") at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F5 · derivative.underlying_shares: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The current 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, and is subject to certain anti-dilution adjustments.

F6 · derivative.underlying_shares: The Series B Preferred Stock reported herein has an initial liquidation preference of $1,000 per share. The Series B Preferred Stock has a dividend rate of 9.0% per annum, accruing daily and payable quarterly in arrears, which shall increase by 1.0% on the seven year anniversary of the issuance date and shall increase by an additional 1.0% on each subsequent anniversary up to a maximum of 12.0%, which 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. The number of shares of Series B Preferred Stock that corresponds to the sale described in footnote (1) above was equal to approximately 24,028,822 underlying shares of Class A Common Stock, based on the current conversion rate of such Series B Preferred Stock and the liquidation preference and accrued dividends of such shares as of the date of the Purchase Agreement.

F5 · balance_after: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The current 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, and is subject to certain anti-dilution adjustments.

F2 · ownership.nature: 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.

F7 · ownership.nature: 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.

SEC source: 0001140361-20-017082 · form4.xml · derivative · entry 2

KKR European Fund V (USD) SCSp · CIK 0001755734 · 10% owner

KKR Associates Europe V SCSp · CIK 0001813358 · 10% owner

KKR Europe V S.a r.l. · CIK 0001813365 · 10% owner

KKR Europe V Holdings Ltd · CIK 0001813351 · 10% owner

KKR Group Partnership L.P. · CIK 0001472698 · 10% owner

KKR Group Holdings Corp. · CIK 0001743754 · 10% owner

KKR & Co. Inc. · CIK 0001404912 · 10% owner

KKR Management LLP · CIK 0001472694 · 10% owner

KRAVIS HENRY R · CIK 0001081714 · 10% owner

ROBERTS GEORGE R · CIK 0001081715 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1,000,000

Underlying: Class A Common Stock · 766,827 shares

Expires not disclosed

F4 · derivative.exercise_price: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. 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, and is subject to certain anti-dilution adjustments.

F1 · kind: In connection with the admission of certain third parties into investment vehicles affiliated with the Reporting Persons, the Reporting Persons may have been deemed to have disposed of a portion of their pecuniary interest in shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") at $1,000 per share, the initial purchase price of the Series B Preferred Stock. The number of shares of Series B Preferred Stock that corresponds to the admission of third parties described above was equal to approximately 179,500 shares and 4,785 shares on July 28, 2020 and July 30, 2020, respectively, or approximately 28,766,024 and 766,827 underlying shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock"), respectively, based on the current conversion rate of such Series B Preferred Stock and the initial liquidation preference of such shares.

F1 · shares: In connection with the admission of certain third parties into investment vehicles affiliated with the Reporting Persons, the Reporting Persons may have been deemed to have disposed of a portion of their pecuniary interest in shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") at $1,000 per share, the initial purchase price of the Series B Preferred Stock. The number of shares of Series B Preferred Stock that corresponds to the admission of third parties described above was equal to approximately 179,500 shares and 4,785 shares on July 28, 2020 and July 30, 2020, respectively, or approximately 28,766,024 and 766,827 underlying shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock"), respectively, based on the current conversion rate of such Series B Preferred Stock and the initial liquidation preference of such shares.

F1 · price: In connection with the admission of certain third parties into investment vehicles affiliated with the Reporting Persons, the Reporting Persons may have been deemed to have disposed of a portion of their pecuniary interest in shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") at $1,000 per share, the initial purchase price of the Series B Preferred Stock. The number of shares of Series B Preferred Stock that corresponds to the admission of third parties described above was equal to approximately 179,500 shares and 4,785 shares on July 28, 2020 and July 30, 2020, respectively, or approximately 28,766,024 and 766,827 underlying shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock"), respectively, based on the current conversion rate of such Series B Preferred Stock and the initial liquidation preference of such shares.

F3 · derivative.exercise_date: The Series B Preferred Stock is convertible into shares of Class A Common Stock at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F3 · derivative.expiration_date: The Series B Preferred Stock is convertible into shares of Class A Common Stock at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F1 · derivative.underlying_shares: In connection with the admission of certain third parties into investment vehicles affiliated with the Reporting Persons, the Reporting Persons may have been deemed to have disposed of a portion of their pecuniary interest in shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") at $1,000 per share, the initial purchase price of the Series B Preferred Stock. The number of shares of Series B Preferred Stock that corresponds to the admission of third parties described above was equal to approximately 179,500 shares and 4,785 shares on July 28, 2020 and July 30, 2020, respectively, or approximately 28,766,024 and 766,827 underlying shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock"), respectively, based on the current conversion rate of such Series B Preferred Stock and the initial liquidation preference of such shares.

F4 · derivative.underlying_shares: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. 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, and is subject to certain anti-dilution adjustments.

F5 · derivative.underlying_shares: The 1,000,000 shares of Series B Preferred Stock reported herein have an initial liquidation preference of $1,000.00 per share. The Series B Preferred Stock has a dividend rate of 9.0% per annum, accruing daily and payable quarterly in arrears, which shall increase by 1.0% on the seven year anniversary of the issuance date and shall increase by an additional 1.0% on each subsequent anniversary up to a maximum of 12.0%, which 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.

F2 · balance_after: KKR Rainbow Aggregator, L.P. continues to beneficially own all 1,000,000 shares of Series B Preferred Stock, 750,000 of which have been held since the initial closing of the Series B Preferred Stock investment on May 26, 2020 and 250,000 which will be delivered at a second closing of the investment, expected to occur on or about July 31, 2020.

F4 · balance_after: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. 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, and is subject to certain anti-dilution adjustments.

F5 · balance_after: The 1,000,000 shares of Series B Preferred Stock reported herein have an initial liquidation preference of $1,000.00 per share. The Series B Preferred Stock has a dividend rate of 9.0% per annum, accruing daily and payable quarterly in arrears, which shall increase by 1.0% on the seven year anniversary of the issuance date and shall increase by an additional 1.0% on each subsequent anniversary up to a maximum of 12.0%, which 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.

F2 · ownership.nature: KKR Rainbow Aggregator, L.P. continues to beneficially own all 1,000,000 shares of Series B Preferred Stock, 750,000 of which have been held since the initial closing of the Series B Preferred Stock investment on May 26, 2020 and 250,000 which will be delivered at a second closing of the investment, expected to occur on or about July 31, 2020.

F6 · ownership.nature: The securities reported herein 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.

F7 · ownership.nature: 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 engaged in any transactions subject to Section 16 of the Securities Exchange Act of 1934 or are the beneficial owners of any securities reported herein.

SEC source: 0001140361-20-017082 · form4.xml · derivative · entry 1

KKR European Fund V (USD) SCSp · CIK 0001755734 · 10% owner

KKR Associates Europe V SCSp · CIK 0001813358 · 10% owner

KKR Europe V S.a r.l. · CIK 0001813365 · 10% owner

KKR Europe V Holdings Ltd · CIK 0001813351 · 10% owner

KKR Group Partnership L.P. · CIK 0001472698 · 10% owner

KKR Group Holdings Corp. · CIK 0001743754 · 10% owner

KKR & Co. Inc. · CIK 0001404912 · 10% owner

KKR Management LLP · CIK 0001472694 · 10% owner

KRAVIS HENRY R · CIK 0001081714 · 10% owner

ROBERTS GEORGE R · CIK 0001081715 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1,000,000

Underlying: Class A Common Stock · 28,766,024 shares

Expires not disclosed

F4 · derivative.exercise_price: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. 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, and is subject to certain anti-dilution adjustments.

F1 · kind: In connection with the admission of certain third parties into investment vehicles affiliated with the Reporting Persons, the Reporting Persons may have been deemed to have disposed of a portion of their pecuniary interest in shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") at $1,000 per share, the initial purchase price of the Series B Preferred Stock. The number of shares of Series B Preferred Stock that corresponds to the admission of third parties described above was equal to approximately 179,500 shares and 4,785 shares on July 28, 2020 and July 30, 2020, respectively, or approximately 28,766,024 and 766,827 underlying shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock"), respectively, based on the current conversion rate of such Series B Preferred Stock and the initial liquidation preference of such shares.

F1 · shares: In connection with the admission of certain third parties into investment vehicles affiliated with the Reporting Persons, the Reporting Persons may have been deemed to have disposed of a portion of their pecuniary interest in shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") at $1,000 per share, the initial purchase price of the Series B Preferred Stock. The number of shares of Series B Preferred Stock that corresponds to the admission of third parties described above was equal to approximately 179,500 shares and 4,785 shares on July 28, 2020 and July 30, 2020, respectively, or approximately 28,766,024 and 766,827 underlying shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock"), respectively, based on the current conversion rate of such Series B Preferred Stock and the initial liquidation preference of such shares.

F1 · price: In connection with the admission of certain third parties into investment vehicles affiliated with the Reporting Persons, the Reporting Persons may have been deemed to have disposed of a portion of their pecuniary interest in shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") at $1,000 per share, the initial purchase price of the Series B Preferred Stock. The number of shares of Series B Preferred Stock that corresponds to the admission of third parties described above was equal to approximately 179,500 shares and 4,785 shares on July 28, 2020 and July 30, 2020, respectively, or approximately 28,766,024 and 766,827 underlying shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock"), respectively, based on the current conversion rate of such Series B Preferred Stock and the initial liquidation preference of such shares.

F3 · derivative.exercise_date: The Series B Preferred Stock is convertible into shares of Class A Common Stock at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F3 · derivative.expiration_date: The Series B Preferred Stock is convertible into shares of Class A Common Stock at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F1 · derivative.underlying_shares: In connection with the admission of certain third parties into investment vehicles affiliated with the Reporting Persons, the Reporting Persons may have been deemed to have disposed of a portion of their pecuniary interest in shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") at $1,000 per share, the initial purchase price of the Series B Preferred Stock. The number of shares of Series B Preferred Stock that corresponds to the admission of third parties described above was equal to approximately 179,500 shares and 4,785 shares on July 28, 2020 and July 30, 2020, respectively, or approximately 28,766,024 and 766,827 underlying shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock"), respectively, based on the current conversion rate of such Series B Preferred Stock and the initial liquidation preference of such shares.

F4 · derivative.underlying_shares: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. 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, and is subject to certain anti-dilution adjustments.

F5 · derivative.underlying_shares: The 1,000,000 shares of Series B Preferred Stock reported herein have an initial liquidation preference of $1,000.00 per share. The Series B Preferred Stock has a dividend rate of 9.0% per annum, accruing daily and payable quarterly in arrears, which shall increase by 1.0% on the seven year anniversary of the issuance date and shall increase by an additional 1.0% on each subsequent anniversary up to a maximum of 12.0%, which 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.

F2 · balance_after: KKR Rainbow Aggregator, L.P. continues to beneficially own all 1,000,000 shares of Series B Preferred Stock, 750,000 of which have been held since the initial closing of the Series B Preferred Stock investment on May 26, 2020 and 250,000 which will be delivered at a second closing of the investment, expected to occur on or about July 31, 2020.

F4 · balance_after: Series B Preferred Stock is convertible into (i) a 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, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. 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, and is subject to certain anti-dilution adjustments.

F5 · balance_after: The 1,000,000 shares of Series B Preferred Stock reported herein have an initial liquidation preference of $1,000.00 per share. The Series B Preferred Stock has a dividend rate of 9.0% per annum, accruing daily and payable quarterly in arrears, which shall increase by 1.0% on the seven year anniversary of the issuance date and shall increase by an additional 1.0% on each subsequent anniversary up to a maximum of 12.0%, which 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.

F2 · ownership.nature: KKR Rainbow Aggregator, L.P. continues to beneficially own all 1,000,000 shares of Series B Preferred Stock, 750,000 of which have been held since the initial closing of the Series B Preferred Stock investment on May 26, 2020 and 250,000 which will be delivered at a second closing of the investment, expected to occur on or about July 31, 2020.

F6 · ownership.nature: The securities reported herein 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.

F7 · ownership.nature: 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 engaged in any transactions subject to Section 16 of the Securities Exchange Act of 1934 or are the beneficial owners of any securities reported herein.