The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box ¨.
CUSIP No. 222070203 |
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1. |
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NAMES OF REPORTING PERSONS:
JAB Beauty B.V. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨ |
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3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS
OO (See Item 3) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): |
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¨ |
6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
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7. |
SOLE VOTING POWER
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None |
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8. |
SHARED VOTING POWER
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453,853,684 (1) (see Items 4 and 5) |
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9. |
SOLE DISPOSITIVE POWER
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None |
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10. |
SHARED DISPOSITIVE POWER
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453,853,684 (1) (see Items 4 and 5) |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,853,684 shares of Class A Common Stock (1) (see Items 4 and 5) |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
53.2% of Class A Common Stock (2) (see Item 5) |
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14. |
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TYPE OF REPORTING PERSON
HC |
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(1) This represents the aggregate
voting and dispositive power of shares of Class A Common Stock, par value $0.01 per share (the “Class A Shares”), of
Coty Inc. (the “Company”) that may be deemed to be beneficially owned by JAB Beauty B.V. (formerly known as Cottage
Holdco B.V.) (“JAB Beauty”).
(2) The percentage
ownership is based upon 852,595,821 Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Quarterly
Report on Form 10-Q filed by the Company with the United States Securities and Exchange Commission (the
“Commission”) on February 8, 2023 (the “Latest Periodic Report”). As of the date hereof, after
giving effect to conversion of the outstanding shares of Series B Convertible Preferred Stock, par value $0.01 per share (the
“Series B Shares”) (convertible in the aggregate into 23,813,005 Class A Shares as of September 9, 2022 as set
forth in the Definitive Proxy Statement on Schedule 14A filed with the Commission on September 22, 2022), the Reporting Persons may
be deemed to beneficially own approximately 51.8% of the Company’s outstanding Class A Shares.
CUSIP No. 222070203 |
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1. |
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NAMES OF REPORTING PERSONS:
JAB Holdings B.V. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨ |
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3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS
OO (See Item 3) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): |
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¨ |
6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands |
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7. |
SOLE VOTING POWER
|
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None |
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8. |
SHARED VOTING POWER |
|
453,853,684 (1) (see Items 4 and 5) |
|
9. |
SOLE DISPOSITIVE POWER
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None |
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10. |
SHARED DISPOSITIVE POWER
|
|
453,853,684 (1) (see Items 4 and 5) |
11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,853,684 shares of Class A Common Stock (see Items 4 and 5) |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
53.2% of Class A Common Stock (2) (see Item 5) |
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14. |
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TYPE OF REPORTING PERSON
HC |
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|
(1) Amount consists of 453,853,684
Class A Shares held by JAB Beauty. JAB Holdings B.V. (“JAB Holdings”) may be deemed to have beneficial ownership of
such Class A Shares since JAB Beauty is an indirect subsidiary of JAB Holdings.
(2) The percentage
ownership is based upon 852,595,821 Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Latest
Periodic Report. As of the date hereof, after giving effect to conversion of the outstanding Series B Shares (convertible in the
aggregate into 23,813,005 Class A Shares as of September 9, 2022 as set forth in the Proxy), the
Reporting Persons may be deemed to beneficially own approximately 51.8% of the Company’s outstanding Class A
Shares.
CUSIP No. 222070203 |
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1. |
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NAMES OF REPORTING PERSONS:
Agnaten SE |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
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3. |
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SEC USE ONLY
|
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4. |
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SOURCE OF FUNDS
OO (See Item 3) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): |
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¨ |
6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7. |
SOLE VOTING POWER
|
|
None |
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8. |
SHARED VOTING POWER
|
|
453,853,684 (1) (see Items 4 and 5) |
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9. |
SOLE DISPOSITIVE POWER
|
|
None |
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10. |
SHARED DISPOSITIVE POWER
|
|
453,853,684 (1) (see Items 4 and 5) |
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,853,684 shares of Class A Common Stock (see Items 4 and 5) |
|
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12. |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
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¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
53.2% of Class A Common Stock (2) (see Item 5) |
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14. |
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TYPE OF REPORTING PERSON
HC |
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|
(1) Amount consists of 453,853,684
Class A Shares held by JAB Beauty. Agnaten SE (“Agnaten”) may be deemed to have beneficial ownership of such Class
A Shares since JAB Beauty is an indirect subsidiary of Agnaten.
(2) The percentage
ownership is based upon 852,595,821 Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Latest
Periodic Report. As of the date hereof, after giving effect to conversion of the outstanding Series B Shares (convertible in the
aggregate into 23,813,005 Class A Shares as of September 9, 2022 as set forth in the Proxy), the
Reporting Persons may be deemed to beneficially own approximately 51.8% of the Company’s outstanding Class A
Shares.
CUSIP No. 222070203 |
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1. |
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NAMES OF REPORTING PERSONS:
Lucresca SE |
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2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
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3. |
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SEC USE ONLY
|
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4. |
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SOURCE OF FUNDS
OO (See Item 3) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): |
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¨ |
6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
|
7. |
SOLE VOTING POWER
|
|
None |
|
8. |
SHARED VOTING POWER
|
|
453,853,684 (1) (see Items 4 and 5) |
|
9. |
SOLE DISPOSITIVE POWER
|
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None |
|
10. |
SHARED DISPOSITIVE POWER
|
|
453,853,684 (1) (see Items 4 and 5) |
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,853,684 shares of Class A Common Stock (see Items 4 and 5) |
|
|
12. |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨ |
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
53.2% of Class A Common Stock (2) (see Item 5) |
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|
14. |
|
TYPE OF REPORTING PERSON
HC |
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|
(1) Amount consists of 453,853,684
Class A Shares held by JAB Beauty. Lucresca SE (“Lucresca”) may be deemed to have beneficial ownership of such Class
A Shares since JAB Beauty is an indirect subsidiary of Lucresca.
(2) The percentage
ownership is based upon 852,595,821 Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Latest
Periodic Report. As of the date hereof, after giving effect to conversion of the outstanding Series B Shares (convertible in the
aggregate into 23,813,005 Class A Shares as of September 9, 2022 as set forth in the Proxy), the
Reporting Persons may be deemed to beneficially own approximately 51.8% of the Company’s outstanding Class A
Shares.
Explanatory Note
This statement on Schedule
13D/A constitutes Amendment No. 4 (this “Amendment No. 4”) to and amends and supplements the prior statement on Schedule
13D as filed on May 1, 2019, as amended by Amendment No. 1 filed on March 19, 2020, Amendment No. 2 filed on November 16, 2020 and Amendment
No. 3 filed on October 29, 2021 (as so amended, the “Schedule 13D”), by (i) JAB Beauty B.V. (formerly known as Cottage
Holdco B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws
of the Netherlands (“JAB Beauty”), (ii) JAB Holdings B.V., a private limited liability company (besloten vennootschap
met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“JAB Holdings”), (iii) Agnaten SE,
a private company incorporated under the laws of Luxembourg (“Agnaten”) and (iv) Lucresca SE, a private company incorporated
under the laws of Luxembourg (“Lucresca” and together with JAB Beauty, JAB Holdings and Agnaten, the
“Reporting Persons”). Except as set forth herein, all items remain as previously reported in the Schedule 13D.
|
Item 4. |
Purpose of Transaction. |
Item 4 is hereby amended and supplemented as
follows:
Long Swap Arrangement
On February 9, 2023, JAB
Holdings entered into long cash-settled total return equity swaps (each, a “Long Swap”) with Banco Santander,
S.A., BNP Paribas, Crédit Agricole Corporate and Investment Bank and Société Générale (the
“Banks”). The Long Swaps provide for the establishment of long exposure with respect to a notional amount of
shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”) (the shares of Common Stock, each
a “Class A Share” and, collectively, the “Class A Shares”), of Coty Inc. (the
“Company”) up to 40,000,000 Class A Shares in the aggregate, over a term of approximately three years. The timing
and amount of the establishment of the specific Long Swap positions will be determined based on the initial hedges put in place by
the Banks in accordance with certain parameters of the Long Swaps.
Under the terms of the Long
Swaps (i) the Banks will be obligated to pay in cash to JAB Holdings any positive price performance in the Common Stock from the reference
price of Common Stock upon the establishment of the applicable Long Swap position (the “Applicable Reference Price”)
with respect to the applicable notional amount of Class A Shares and (ii) JAB Holdings will
be obligated to pay in cash to the Banks any negative price performance in the Common Stock from the Applicable Reference Price with respect
to the applicable notional amount of Class A Shares. Any cash dividends received by the Banks
on the notional number of Class A Shares subject to a Long Swap position during the term thereof will be paid to JAB Holdings.
Under the terms of the Long
Swaps, all balances are to be exclusively settled in cash. The Long Swaps have terms of approximately three years, although
JAB Holdings has the right to terminate and close out the Long Swaps during certain specified earlier periods if it so chooses. The Long
Swaps do not give JAB Holdings direct or indirect voting, investment or dispositive control over any securities of the Company or require
the Banks to acquire, hold, vote or dispose of any securities of the Company. Accordingly, JAB Holdings disclaims any beneficial ownership
in securities that may be referenced in the Long Swaps.
|
Item 5. |
Interest in Securities of the Issuer. |
Item 5 is hereby amended and supplemented as
follows:
(a) – (b) The
Reporting Persons may be deemed to beneficially own 453,853,684 Class A Shares, representing approximately 53.2% of the
Company’s outstanding Class A Shares (based upon 852,595,821 Class A Shares issued and outstanding as of January 31, 2023, as
set forth in the Quarterly Report on Form 10-Q filed by the Company with the United States Securities and Exchange Commission (the
“Commission”) on February 8, 2023 (the “Latest Periodic Report”). As of the date hereof, after
giving effect to conversion of the outstanding shares of Series B Convertible Preferred Stock, par value $0.01 per share (the
“Series B Shares”) (convertible in the aggregate into 23,813,005 Class A Shares as of September 9, 2022 as set
forth in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Commission on September 22, 2022), the
Reporting Persons may be deemed to beneficially own approximately 51.8% of the Company’s outstanding Class A
Shares.
JAB Beauty has voting power
and dispositive power with regard to 453,853,684 Class A Shares. JAB Holdings, Agnaten and Lucresca, by virtue of their
relationships to JAB Beauty, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act)
the Class A Shares which JAB Beauty directly beneficially owns.
As of the date hereof,
Peter Harf has sole voting and investment power with respect to 12,350,509 Class A Shares and 146,057 Series B Shares. As a result,
Mr. Harf may be deemed to beneficially own, in the aggregate, 36,163,514 Class A Shares (comprised of 12,350,509 Class A Shares and
23,813,005 Class A Shares issuable upon conversion of Series B Shares as of September 9, 2022 as set forth in the Proxy),
representing approximately 4.1% of the Company’s outstanding Class A Shares (based upon (i) 852,595,821 Class A Shares issued
and outstanding as of January 31, 2023, as set forth in the Latest Periodic Report, and (ii) the 146,057 Series B Shares).
As of the date hereof, Olivier
Goudet has sole voting and investment power with respect to 1,049,129 Class A Shares, representing approximately 0.1% of the Company’s
outstanding Class A Shares issued and outstanding as of January 31, 2023, as set forth in the Latest Periodic Report.
Except as set forth in this
Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule
A hereto, beneficially owns any Class A Shares.
(c) Except as set forth in
this Item 5(c), none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule
A hereto, has effected any transactions in the Shares during the past 60 days.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended and supplemented as
follows:
JAB Holdings is party to the
Long Swaps.
SIGNATURE
After reasonable 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.
Dated: February 9, 2023
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JAB BEAUTY B.V.
JAB HOLDINGS B.V. |
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By: |
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/s/ Luuk Hoogeveen |
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Name: |
|
Luuk Hoogeveen |
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Title: |
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Managing Director |
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By: |
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/s/ Frank Engelen |
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Name: |
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Frank Engelen |
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Title: |
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Managing Director |
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AGNATEN SE |
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LUCRESCA SE |
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By: |
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/s/ Joachim Creus |
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Name: |
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Joachim Creus |
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Title: |
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Authorized Representative |
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