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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Timmermans Jesse

(Last) (First) (Middle)
12889 MOORE STREET

(Street)
CERRITOS CA 90703

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Revolve Group, Inc. [ RVLV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF FINANCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2024
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/06/2024 M(1) 91,625 A $0 94,679 D
Class A Common Stock 11/06/2024 S(2) 91,625 D $30.72 3,054 D
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
Stock Option (right to buy) $7.67 11/06/2024 M 3,706 (3) 03/10/2027 Class B Common Stock(4) 3,706 $0 0 D
Class B Common Stock (4) 11/06/2024 M 3,706 (4) (4) Class A Common Stock 3,706 $0 3,706 D
Class B Common Stock (4) 11/06/2024 C 3,706 (4) (4) Class A Common Stock 3,706 $0 0 D
Stock Option (right to buy) $8.54 11/06/2024 M 47,637 (3) 03/10/2027 Class B Common Stock(4) 47,637 $0 0 D
Class B Common Stock (4) 11/06/2024 M 47,637 (4) (4) Class A Common Stock 47,637 $0 47,637 D
Class B Common Stock (4) 11/06/2024 C 47,637 (4) (4) Class A Common Stock 47,637 $0 0 D
Stock Option (right to buy) $10.32 11/06/2024 M 28,500 (5) 04/13/2030 Class A Common Stock 28,500 $0 9,500 D
Stock Option (right to buy) $13.05 11/06/2024 M 11,782 (6) 09/15/2033 Class A Common Stock 11,782 $0 47,128 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 on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2024.
3. The option vested and became exercisable on March 10, 2022.
4. 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.
5. The stock option vests over five years, with 1/5th of the total shares vesting and becoming exercisable annually beginning on April 13, 2021 such that the option is fully vested and exercisable on April 13, 2025, in each case subject to the Reporting Person's continued service to the Issuer or any parent or subsidiary of the Issuer through each such date.
6. The stock option vests over five years, with 1/5th of the total shares vesting and becoming exercisable annually beginning on September 15, 2024 such that the option is fully vested and exercisable on September 15, 2028, in each case subject to the Reporting Person's continued service to the Issuer or any parent or subsidiary of the Issuer through each such date.
/s/ Jodi Lumsdaine Chapin, attorney-in-fact 11/08/2024
** 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.