Statement of Changes in Beneficial Ownership (4)
October 22 2020 - 6:13PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Mente Michael |
2. Issuer Name and Ticker or Trading Symbol
Revolve Group, Inc.
[
RVLV
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CO-CHIEF EXECUTIVE OFFICER |
(Last)
(First)
(Middle)
12889 MOORE STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/20/2020 |
(Street)
CERRITOS, CA 90703
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 10/20/2020 | | C | | 35035 | A | (1) | 108035 | D | |
Class A Common Stock | 10/20/2020 | | S(2) | | 35035 | D | $19.85 (3) | 73000 | D | |
Class A Common Stock | 10/21/2020 | | C | | 56474 | A | (1) | 129474 | D | |
Class A Common Stock | 10/21/2020 | | S(2) | | 56474 | D | $19.84 (4) | 73000 | D | |
Class A Common Stock | 10/22/2020 | | C | | 8491 | A | (1) | 81491 | D | |
Class A Common Stock | 10/22/2020 | | S(2) | | 8491 | D | $19.94 (5) | 73000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | (1) | 10/20/2020 | | C | | | 35035 | (1) | (1) | Class A Common Stock | 35035 | $0.00 | 900296 | D | |
Class B Common Stock | (1) | 10/21/2020 | | C | | | 56474 | (1) | (1) | Class A Common Stock | 56474 | $0.00 | 843822 | D | |
Class B Common Stock | (1) | 10/22/2020 | | C | | | 8491 | (1) | (1) | Class A Common Stock | 8491 | $0.00 | 835331 | D | |
Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 38504764 | | 38504764 | I | By MMMK Development, Inc. (6) |
Explanation of Responses: |
(1) | Shares of Class B common stock are convertible into an equal number of shares of Class A common stock at any time, at the election of the holder, and have no expiration date. On the dates indicated above, the reporting person sold the number of shares of Class B common stock indicated above, resulting in the automatic conversion of such shares into an equal number of shares of Class A common stock. |
(2) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
(3) | The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $19.80 to $20.00, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
(4) | The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $19.80 to $19.99, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
(5) | The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $19.80 to $20.10, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
(6) | The reporting person is a director and shareholder of MMMK Development, Inc. and has shared voting and dispositive power over the shares held by MMMK Development, Inc. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Mente Michael 12889 MOORE STREET CERRITOS, CA 90703 | X | X | CO-CHIEF EXECUTIVE OFFICER |
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Signatures
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/s/ Jodi Lumsdaine Chapin, attorney-in-fact | | 10/22/2020 |
**Signature of Reporting Person | Date |
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