UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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Revolve Group, Inc.
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(Name of Issuer)
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Class A Common Stock, $0.001 par value
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(Title of Class of Securities)
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76156B107
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(CUSIP Number)
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December 31, 2019
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Date of Event Which Requires Filing of this Statement
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1
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Name of Reporting Person:
TSG6, L.P.
I.R.S. Identification No. of above Person (entities only) (voluntary)
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2
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ] |
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3
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SEC USE ONLY
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4
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Citizenship or Place of Organization
Delaware |
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
13,384,340*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
13,384,340*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
13,384,340*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
49.7% **
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12
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TYPE OF REPORTING PERSON
PN
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1
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Name of Reporting Person:
TSG6 Management LLC
I.R.S. Identification No. of above Person (entities only) (voluntary)
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2
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Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ] |
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3
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SEC USE ONLY
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4
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Citizenship or Place of Organization
Delaware |
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
13,384,340*
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||||
7
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SOLE DISPOSITIVE POWER
0
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||||
8
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SHARED DISPOSITIVE POWER
13,384,340*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
13,384,340*
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||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
49.7% **
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12
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TYPE OF REPORTING PERSON
OO
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Item 1(a)
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Name of Issuer:
Revolve Group, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
16800 Edwards Road, Cerritos, CA 90703
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Item 2(a)
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Name of Persons Filing:
This Statement is filed on behalf of each of the following persons (together, the “Reporting Persons”):
(i) TSG6 L.P.
(ii) TSG6 Management LLC
The Joint Filing Agreement between the Reporting Persons is attached hereto as Exhibit 1.
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Item 2(b)
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Address of Principal Business Office, or if None, Residence:
c/o TSG Consumer Partners, LLC, 600 Montgomery Street, Suite 2900, San Francisco, CA 94111
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Item 2(c)
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Citizenship or Place of Organization:
TSG6, L.P. is a Delaware limited partnership and TSG6 Management LLC is a Delaware limited liability company.
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Item 2(d)
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Title of Class of Securities:
Class A Common Stock, $0.001 par value
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Item 2(e)
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CUSIP Number:
76156B107
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the persons filing are:
Not Applicable
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Item 4
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Ownership:
(a) through (c):
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
The shares reported herein are directly held by TSG Eminent Holdings, L.P. ("Eminent") for the benefit of TSG6 L.P. TSG6 Management LLC is the general partner of Eminent
and of TSG6 L.P. and has sole voting and dispositive power over the shares reported herein. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
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Item 5
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Ownership of Five Percent or Less of the Class:
Not Applicable
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Not Applicable
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Item 8
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Identification and Classification of Members of the Group:
Not Applicable
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Item 9
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Notice of Dissolution of Group:
Not Applicable
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Item 10
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Certification:
Not Applicable
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TSG6 L.P.
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By:
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/s/ Jessica Duran
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Name: Jessica Duran
Title: Attorney-in-Fact
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TSG6 MANAGEMENT LLC
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By:
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/s/ Jessica Duran
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Name: Jessica Duran
Title: Attorney-in-Fact
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TSG6 L.P.
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By:
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/s/ Jessica Duran
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Name: Jessica Duran
Title: Attorney-in-Fact
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TSG6 MANAGEMENT LLC
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By:
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/s/ Jessica Duran
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Name: Jessica Duran
Title: Attorney-in-Fact
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