Statement of Changes in Beneficial Ownership (4)
March 01 2021 - 5:06PM
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
*
Pujades David |
2. Issuer Name and Ticker or Trading Symbol
Revolve Group, Inc.
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RVLV
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHIEF OPERATING OFFICER |
(Last)
(First)
(Middle)
12889 MOORE STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/25/2021 |
(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 | 2/25/2021 | | M(1) | | 5100 | A | $0.00 | 5100 | D | |
Class A Common Stock | 2/25/2021 | | S(2) | | 5100 | D | $44.92 (3) | 0 | D | |
Class A Common Stock | 2/25/2021 | | M(1) | | 6200 | A | $0.00 | 6200 | D | |
Class A Common Stock | 2/25/2021 | | S(2) | | 6200 | D | $46.71 (4) | 0 | D | |
Class A Common Stock | 2/25/2021 | | M(1) | | 27811 | A | $0.00 | 27811 | D | |
Class A Common Stock | 2/25/2021 | | S(2) | | 27811 | D | $47.17 (5) | 0 | D | |
Class A Common Stock | 2/25/2021 | | M(1) | | 18140 | A | $0.00 | 18140 | D | |
Class A Common Stock | 2/25/2021 | | S(2) | | 18140 | D | $48.61 (6) | 0 | D | |
Class A Common Stock | 2/25/2021 | | M(1) | | 21294 | A | $0.00 | 21294 | D | |
Class A Common Stock | 2/25/2021 | | S(2) | | 21294 | D | $49.37 (7) | 0 | D | |
Class A Common Stock | 2/25/2021 | | M(1) | | 10100 | A | $0.00 | 10100 | D | |
Class A Common Stock | 2/25/2021 | | S(2) | | 10100 | D | $50.33 (8) | 0 | 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 |
Stock Option (right to buy) | $6.01 | 2/25/2021 | | M | | | 6668 | (9) | 2/9/2026 | Class B Common Stock (10) | 6668 | $0.00 | 47636 | D | |
Class B Common Stock | (10) | 2/25/2021 | | M | | 6668 | | (10) | (10) | Class A Common Stock | 6668 | $0.00 | 6668 | D | |
Class B Common Stock | (10) | 2/25/2021 | | C | | | 6668 | (10) | (10) | Class A Common Stock | 6668 | $0.00 | 0 | D | |
Stock Option (right to buy) | $7.18 | 2/25/2021 | | M | | | 5797 | (11) | 8/15/2026 | Class B Common Stock (10) | 5797 | $0.00 | 172858 | D | |
Class B Common Stock | (10) | 2/25/2021 | | M | | 5797 | | (10) | (10) | Class A Common Stock | 5797 | $0.00 | 5797 | D | |
Class B Common Stock | (10) | 2/25/2021 | | C | | | 5797 | (10) | (10) | Class A Common Stock | 5797 | $0.00 | 0 | D | |
Stock Option (right to buy) | $7.18 | 2/25/2021 | | M | | | 38090 | (11) | 8/15/2026 | Class B Common Stock (10) | 38090 | $0.00 | 134768 | D | |
Class B Common Stock | (10) | 2/25/2021 | | M | | 38090 | | (10) | (10) | Class A Common Stock | 38090 | $0.00 | 38090 | D | |
Class B Common Stock | (10) | 2/25/2021 | | C | | | 38090 | (10) | (10) | Class A Common Stock | 38090 | $0.00 | 0 | D | |
Stock Option (right to buy) | $7.18 | 2/25/2021 | | M | | | 38090 | (11) | 8/15/2026 | Class B Common Stock (10) | 38090 | $0.00 | 96678 | D | |
Class B Common Stock | (10) | 2/25/2021 | | M | | 38090 | | (10) | (10) | Class A Common Stock | 38090 | $0.00 | 38090 | D | |
Class B Common Stock | (10) | 2/25/2021 | | C | | | 38090 | (10) | (10) | Class A Common Stock | 38090 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the reporting person. |
(2) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2019. |
(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 $44.710 to $45.705, 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 $45.92 to $46.91, 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 $46.95 to $47.81, 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 "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 $47.95 to $48.91, 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. |
(7) | 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 $48.99 to $49.85, 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. |
(8) | 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 $50.00 to $50.79, 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. |
(9) | The option became fully vested and exercisable on February 9, 2021. |
(10) | Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis and has no
expiration date. |
(11) | The option vested and became exercisable as to 1/5th of the total shares on August 15, 2017, and 1/5th of the total shares vest and become
exercisable annually thereafter such that the option is fully vested and exercisable on August 15, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Pujades David 12889 MOORE STREET CERRITOS, CA 90703 |
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| CHIEF OPERATING OFFICER |
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Signatures
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/s/ Jodi Lumsdaine Chapin, attorney-in-fact | | 3/1/2021 |
**Signature of Reporting Person | Date |
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