SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 3)
(Name of Subject Company)
(Name of Persons Filing Statement)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Greerson G. McMullen
Chief Legal Officer, General Counsel and Secretary
350 Fifth Avenue
New York, New York 10118
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
|Brian J. Fahrney||John H. Butler|
|Scott R. Williams||Sidley Austin LLP|
|Christopher R. Hale||787 Seventh Avenue|
|Sidley Austin LLP||New York, New York 10019|
|One South Dearborn Street||(212) 839-5300|
|Chicago, Illinois 60603|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 3 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, including pursuant to this Amendment, the Schedule 14D-9) originally filed by Coty Inc., a Delaware corporation (the Company), with the Securities and Exchange Commission (the SEC) on February 27, 2019. Except to the extent specifically provided in this Amendment, the information set forth in the Schedule 14D-9 is not being amended hereby. Capitalized terms used in this Amendment but not defined shall have the meanings specified in the Schedule 14D-9.
|Item 2.|| |
Identity and Background of Filing Person.
Item 2. Identity and Background of Filing Person is hereby amended as follows:
The third sentence in the first paragraph under the section entitled Tender Offer is hereby amended and restated in its entirety as follows:
According to the Schedule TO, Offeror has announced an extension of the Offer from 5:00 P.M., New York City Time, on March 29, 2019 to 5:00 P.M., New York City Time, on April 15, 2019 (the Expiration Date), unless the Offer is further extended or earlier terminated in accordance with the terms of the Offer to Purchase.
Additionally, the section entitled Tender Offer is hereby amended and supplemented to include the following sentence:
On April 1, 2019, the Company issued a press release noting Offerors extension of the Offer. A copy of the press release is included as Exhibit (a)(3) to this Amendment and is incorporated herein by reference.
|Item 9.|| |
Materials to be Filed as Exhibits.
Item 9. Materials to be Filed as Exhibits is hereby amended and supplemented by adding the following exhibit to the exhibit index:
|(a)(3)||Press Release dated April 1, 2019.|
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|By:||/s/ Greerson G. McMullen|
|Greerson G. McMullen|
|Chief Legal Officer, General Counsel and Secretary|
Dated: April 1, 2019