4//SEC Filing
KKR European Fund V (USD) SCSp 4
Accession 0001140361-20-017082
CIK 0001024305other
Filed
Jul 29, 8:00 PM ET
Accepted
Jul 30, 7:26 PM ET
Size
28.2 KB
Accession
0001140361-20-017082
Insider Transaction Report
Form 4
COTY INC.COTY
KKR European Fund V (USD) SCSp
10% Owner
Transactions
- Other
Series B Preferred Stock
2020-07-28−179,500→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (28,766,024 underlying) - Other
Series B Preferred Stock
2020-07-30−4,785→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (766,827 underlying)
KKR Associates Europe V SCSp
10% Owner
Transactions
- Other
Series B Preferred Stock
2020-07-28−179,500→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (28,766,024 underlying) - Other
Series B Preferred Stock
2020-07-30−4,785→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (766,827 underlying)
KKR Europe V S.a r.l.
10% Owner
Transactions
- Other
Series B Preferred Stock
2020-07-28−179,500→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (28,766,024 underlying) - Other
Series B Preferred Stock
2020-07-30−4,785→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (766,827 underlying)
KKR Europe V Holdings Ltd
10% Owner
Transactions
- Other
Series B Preferred Stock
2020-07-30−4,785→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (766,827 underlying) - Other
Series B Preferred Stock
2020-07-28−179,500→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (28,766,024 underlying)
KKR Fund Holdings L.P.
10% Owner
Transactions
- Other
Series B Preferred Stock
2020-07-28−179,500→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (28,766,024 underlying) - Other
Series B Preferred Stock
2020-07-30−4,785→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (766,827 underlying)
KKR & Co. L.P.
10% Owner
Transactions
- Other
Series B Preferred Stock
2020-07-28−179,500→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (28,766,024 underlying) - Other
Series B Preferred Stock
2020-07-30−4,785→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (766,827 underlying)
KKR Management LLC
10% Owner
Transactions
- Other
Series B Preferred Stock
2020-07-28−179,500→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (28,766,024 underlying) - Other
Series B Preferred Stock
2020-07-30−4,785→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (766,827 underlying)
KKR Group Holdings Corp.
10% Owner
Transactions
- Other
Series B Preferred Stock
2020-07-28−179,500→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (28,766,024 underlying) - Other
Series B Preferred Stock
2020-07-30−4,785→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (766,827 underlying)
ROBERTS GEORGE R
10% Owner
Transactions
- Other
Series B Preferred Stock
2020-07-30−4,785→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (766,827 underlying) - Other
Series B Preferred Stock
2020-07-28−179,500→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (28,766,024 underlying)
KRAVIS HENRY R
10% Owner
Transactions
- Other
Series B Preferred Stock
2020-07-28−179,500→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (28,766,024 underlying) - Other
Series B Preferred Stock
2020-07-30−4,785→ 1,000,000 total(indirect: See footnotes)Exercise: $6.24→ Class A Common Stock (766,827 underlying)
Footnotes (7)
- [F1]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.
- [F2]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.
- [F3]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]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]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.
- [F6]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]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.
Documents
Issuer
COTY INC.
CIK 0001024305
Entity typeother
IncorporatedLuxembourg
Related Parties
1- filerCIK 0001755734
Filing Metadata
- Form type
- 4
- Filed
- Jul 29, 8:00 PM ET
- Accepted
- Jul 30, 7:26 PM ET
- Size
- 28.2 KB