Fernandez Calero Miguel Angel 4

4 · AVON PRODUCTS INC · Filed Jan 2, 2020

Form 4

Period: 2019-12-30

Global President

Transactions

Exercise/Conversion
Restricted Stock Units
[F1][F2]
2019-12-30−612,437→ 0 total
→ Common Stock (612,437 underlying)
Exercise/Conversion
Restricted Stock
[F1][F2]
2019-12-30+612,437→ 612,437 total
→ Common Stock (612,437 underlying)
Tax Payment
Restricted Stock
[F1][F3][F2][F4]
2019-12-30−190,351→ 422,086 total
→ Common Stock (190,351 underlying)
Award
Restricted Stock
[F1][F5]
2019-12-30+381,567→ 381,567 total
→ Common Stock (381,567 underlying)
Tax Payment
Restricted Stock
[F1][F3][F4][F5]
2019-12-30−120,246→ 261,321 total
→ Common Stock (120,246 underlying)

Footnotes (5)

[F1]Restricted stock units and restricted stock convert into common stock on a 1-for-1 basis.
[F2]Restricted Stock Units were granted on 8/21/2017, 3/14/2018 and 3/13/2019 and were scheduled to vest into common stock on 8/21/20, 3/14/2021 and 3/13/2022. In anticipation of Avon Products, Inc.'s upcoming merger with Natura Cosmeticos S.A. (the "Upcoming Merger") and with approval of the Compensation and Management Development Committee of the Board of Directors, the Units were converted into restricted stock on 12/30/19 and retain the Units' original vesting date and will vest as follows: 81,028 on 8/21/20; 84,336 on 3/14/21; and 256,721 on 3/13/22.
[F3]Represents shares withheld for tax purposes.
[F4]Shares calculated for withholding at the closing price on the date of the transaction, or $5.70.
[F5]In anticipation of the Upcoming Merger and with approval of the Compensation and Management Development Committee of the Board of Directors, previously granted performance-based restricted stock units (PSUs) were converted into restricted stock on 12/30/19. The restricted stock granted in place of the PSUs retain the PSUs' original vesting dates and vest as follows: 68,064 on 8/21/20; 86,588 on 3/14/21; and 106,669 on 3/13/22.

Signature

Ginny Edwards, Attorney-In-Fact|2020-01-02

Documents

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