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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Revance Therapeutics, Inc. [ RVNC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 07/23/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/23/2020 | A | 610,041 | A | (1) | 610,041 | D | |||
Common Stock | 07/23/2020 | A | 57,251(2) | A | $0 | 667,292 | D | |||
Common Stock | 174,302 | I | The Rankin Irrevocable Trust(3) | |||||||
Common Stock | 87,151 | I | Rankin Family Foundation(4) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $2.54 | 07/23/2020 | A | 44,828 | (5) | 05/13/2029 | Common Stock | 44,828 | $2.54 | 44,828 | D | ||||
Employee Stock Option (Right to Buy) | $2.54 | 07/23/2020 | A | 8,867 | (6) | 12/19/2029 | Common Stock | 8,867 | $2.54 | 8,867 | D |
Explanation of Responses: |
1. On July 23, 2020, the Issuer completed acquisition (the "Merger") of Hint, Inc ("HintMD"), pursuant to that certain Agreement and Plan of Merger, dated as of May 18, 2020, by and among the Issuer, Heart Merger Sub, Inc., direct wholly-owned subsidiary of the Issuer, HintMD, and Fortis Advisors LLC, solely in its capacity as the securityholders' representative (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, at the closing of the Merger, the shares held by Mr. Rankin in HintMD were automatically cancelled and converted into the right to receive shares of common stock of the Issuer. |
2. The Shares subject to the Restricted Stock award vest as follows: 25% on the first anniversary of the vesting commencement date of August 15, 2020, 25% on the second anniversary of the vesting commencement date of August 15, 2020, and 50% on the third anniversary of the vesting commencement date of August 15, 2020, subject to Mr. Rankin's Continuous Service (as defined in the Issuer's 2014 Inducement Plan) as of each such vesting date. |
3. These shares are held by The Rankin Irrevocable Trust. Mr. Rankin is a Trustee of the Rankin Irrevocable Trust. |
4. These shares are held by the Rankin Family Foundation. Mr. Rankin is a Trustee of the Rankin Family Foundation. |
5. The Option shall vest as follows: 1/48th of the total number of shares subject to the Option shall vest in 48 equal monthly installments over 4 years beginning from May 1, 2019, subject to Mr. Rankin's Continuous Service (as defined in the Issuer's 2017 Equity Incentive Plan (the "Plan")) as of each such vesting date. |
6. The Option vests in accordance to the following schedule: 25% on the first anniversary of the vesting commencement date of January 1, 2020, and 1/48th vesting each month thereafter for the remaining three years, subject to Mr. Rankin's Continuous Service (as defined in the Plan) as of such date. |
Remarks: |
/s/ Dwight Moxie, Attorney-in-Fact | 07/27/2020 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |