Nemoto Kay Yukako 4

4 · AVON PRODUCTS INC · Filed Jan 2, 2020

Form 4

Period: 2019-12-30

Senior Vice President

Transactions

Exercise/Conversion
Restricted Stock
2019-12-30+44,235→ 44,235 total
→ Common Stock (44,235 underlying)
Tax Payment
Restricted Stock
2019-12-30−25,758→ 33,477 total
→ Common Stock (25,758 underlying)
Award
Restricted Stock
2019-12-30+59,235→ 59,235 total
→ Common Stock (59,235 underlying)
Exercise/Conversion
Restricted Stock Units
2019-12-30−44,235→ 0 total
→ Common Stock (44,235 underlying)
Tax Payment
Restricted Stock
2019-12-30−18,919→ 25,316 total
→ Common Stock (18,919 underlying)

Footnotes (5)

[F1]Restricted stock units and restricted stock convert into common stock on a 1-for-1 basis.
[F2]Restricted stock units granted on 3/13/2019 (the "Units") were scheduled to vest into common stock on 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.
[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 Issuer's 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. The restricted stock granted in place of the PSUs retain their original vesting dates and vest as follows: 33,477 on 3/13/22.

Documents

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