SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Glasheen James Walter

(Last)

(First)

(Middle)

C/O TECHNOLOGY PARTNERS

100 SHORELINE HWY, BLDG B, STE 282

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Revance Therapeutics, Inc. [ RVNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2014		C		16,703⁽¹⁾	A	⁽²⁾	16,703	I	by Technology Partners Affiliates VII, L.P.⁽³⁾
Common Stock	02/11/2014		X		149⁽⁴⁾	A	⁽⁴⁾	16,852	I	by Technology Partners Affiliates VII, L.P.⁽³⁾
Common Stock	02/11/2014		C		622,648⁽⁵⁾	A	⁽²⁾	622,648	I	by Technology Partners Fund VII, L.P.⁽⁶⁾
Common Stock	02/11/2014		C		34,427⁽⁷⁾	A	⁽⁷⁾	657,075	I	by Technology Partners Fund VII, L.P.⁽⁶⁾
Common Stock	02/11/2014		X		52,087⁽⁴⁾	A	⁽⁴⁾	709,162	I	by Technology Partners Fund VII, L.P.⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series E-1 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			5,231	⁽²⁾	⁽²⁾	Common Stock	5,231	⁽²⁾	0	I	by Technology Partners Affiliates VII, L.P.⁽³⁾
Series E-1 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			81,959	⁽²⁾	⁽²⁾	Common Stock	81,959	⁽²⁾	0	I	by Technology Partners Fund VII, L.P.⁽⁶⁾
Series E-2 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			4,125	⁽²⁾	⁽²⁾	Common Stock	4,125	⁽²⁾	0	I	by Technology Partners Affiliates VII, L.P.⁽³⁾
Series E-2 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			73,275	⁽²⁾	⁽²⁾	Common Stock	73,275	⁽²⁾	0	I	by Technology Partners Fund VII, L.P.⁽⁶⁾
Series E-3 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			4,546	⁽²⁾	⁽²⁾	Common Stock	4,546	⁽²⁾	0	I	by Technology Partners Affiliates VII, L.P.⁽³⁾
Series E-3 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			74,665	⁽²⁾	⁽²⁾	Common Stock	74,665	⁽²⁾	0	I	by Technology Partners Fund VII, L.P.⁽⁶⁾
Series E-4 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			2,801	⁽²⁾	⁽²⁾	Common Stock	2,801	⁽²⁾	0	I	by Technology Partners Affiliates VII, L.P.⁽³⁾
Series E-4 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			303,563	⁽²⁾	⁽²⁾	Common Stock	303,563	⁽²⁾	0	I	by Technology Partners Fund VII, L.P.⁽⁶⁾
Series E-5 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			89,186	⁽²⁾	⁽²⁾	Common Stock	89,186	⁽²⁾	0	I	by Technology Partners Fund VII, L.P.⁽⁶⁾
Convertible Promissory Notes	⁽⁷⁾	02/11/2014		C			34,427⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	34,427⁽⁷⁾	⁽⁷⁾	0	I	by Technology Partners Fund VII, L.P.⁽⁶⁾
Warrant to Purchase Common Stock	⁽⁸⁾	02/11/2014		X			149	⁽⁸⁾	⁽⁸⁾	Common Stock	149	⁽⁸⁾	0	I	by Technology Partners Affiliates VII, L.P.⁽³⁾
Warrant to Purchase Common Stock	⁽⁸⁾	02/11/2014		X			52,087⁽⁹⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	52,087⁽⁹⁾	⁽⁸⁾	0	I	by Technology Partners Fund VII, L.P.⁽⁶⁾

Explanation of Responses:

1. Issued upon conversion of Series E-1, E-2, E-3 and E-4 Preferred Stock upon closing of the Issuer's initial public offering.

2. Each share of the Issuer's Series E-1, Series E-2, Series E-3, Series E-4 and Series E-5 Preferred Stock automatically converted into 1 share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.

3. The shares are held by Technology Partners Affiliates VII, L.P. ("TPA"). TP Management VII, L.L.C., the general partner of TPA, may be deemed to have sole power to vote and sole power to dispose of shares directly owned by TPA. James Glasheen, one of the Issuer's directors, is a managing member of TP Management VII, L.L.C. and may be deemed to have shared voting power and shared power to dispose of the shares held by TPA.

4. Issued upon closing of the Issuer's initial public offering pursuant to automatic net exercise of warrants to purchase common stock at an exercise price of $0.15 per share.

5. Issued upon conversion of Series E-1, E-2, E-3, E-4 and E-5 Preferred Stock upon closing of the Issuer's initial public offering.

6. The shares are held by Technology Partners Fund VII, L.P. ("TPF"). TP Management VII, L.L.C., the general partner of TPF, may be deemed to have sole power to vote and sole power to dispose of shares directly owned by TPF. James Glasheen, one of the Issuer's directors, is a managing member of TP Management VII, L.L.C. and may be deemed to have shared voting power and shared power to dispose of the shares held by TPF.

7. Convertible Promissory Note in the aggregate principal amount of $500,000.00 was issued on December 6, 2013 by the Issuer pursuant to a Note and Warrant Purchase Agreement dated October 8, 2013, as amended. The principal amount of $500,000.00 plus interest accrued through October 7, 2014, at the rate of 12% per annum converted automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price that equals to 100% of the per share price of the Common Stock sold in the Issuer's initial public offering.

8. Automatically net exercised into shares of the Issuer's Common Stock at an exercise price of $0.15 per share.

9. Includes certain warrant to purchase capital stock of the Issuer issued on December 6, 2013 by the Issuer pursuant to a Note and Warrant Purchase Agreement dated October 8, 2013, as amended. The warrant shares were automatically net exercised into Common Stock of the Issuer upon the closing of the Issuer's initial public offering at a per share exercise price of $0.15 per share on a post-split basis.

Remarks:

	/s/ Gordon Ho, Attorney-in-fact	02/11/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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