0001193125-20-037570.txt : 20200214 0001193125-20-037570.hdr.sgml : 20200214 20200214132335 ACCESSION NUMBER: 0001193125-20-037570 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 GROUP MEMBERS: MICHAEL KARANIKOLAS GROUP MEMBERS: MICHAEL MENTE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Revolve Group, Inc. CENTRAL INDEX KEY: 0001746618 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91063 FILM NUMBER: 20617376 BUSINESS ADDRESS: STREET 1: 12889 MOORE ST. CITY: CERRITOS STATE: CA ZIP: 90703 BUSINESS PHONE: (206) 229-2138 MAIL ADDRESS: STREET 1: 12889 MOORE ST. CITY: CERRITOS STATE: CA ZIP: 90703 FORMER COMPANY: FORMER CONFORMED NAME: Revolve Group, LLC DATE OF NAME CHANGE: 20181015 FORMER COMPANY: FORMER CONFORMED NAME: Advance Holdings, LLC DATE OF NAME CHANGE: 20180716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MMMK Development, Inc. CENTRAL INDEX KEY: 0001756618 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O REVOLVE GROUP, INC. STREET 2: 16800 EDWARDS ROAD CITY: CERRITOS STATE: CA ZIP: 90703 BUSINESS PHONE: (562) 677-9480 MAIL ADDRESS: STREET 1: C/O REVOLVE GROUP, INC. STREET 2: 16800 EDWARDS ROAD CITY: CERRITOS STATE: CA ZIP: 90703 SC 13G 1 d885544dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Revolve Group, Inc.

(Name of Issuer)

Class A common stock

(Title of Class of Securities)

76156B107

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 76156B107    SCHEDULE 13G    Page 2 of 8

 

  1    

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

 

  MMMK Development, Inc.

  2    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3    

  SEC USE ONLY

 

  4    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  38,504,764(1)

  7     

  SOLE DISPOSITIVE POWER

 

  0

  8     

  SHARED DISPOSITIVE POWER

 

  38,504,764(1)

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  38,504,764

10    

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  74.0%(2)

12    

  TYPE OF REPORTING PERSON

 

  HC

 

(1)

As of December 31, 2019. Represents an equal number of shares of Class B common stock, which are convertible into shares of Class A common stock on a one-for-one basis at any time at the holder’s election, and which convert automatically upon any transfer. Such shares are directly held by MMMK Development, Inc. for the benefit of Michael Karanikolas and Michael Mente. Messrs. Karanikolas and Mente are the directors and shareholders of MMMK, Development, Inc.

(2)

Based on 13,531,399 shares of Class A common stock outstanding as of October 31, 2019, as reported in Revolve Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 7, 2019.


CUSIP No. 76156B107    SCHEDULE 13G    Page 3 of 8

 

  1    

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

 

  Michael Karanikolas

  2    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3    

  SEC USE ONLY

 

  4    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  38,504,764(1)

  7     

  SOLE DISPOSITIVE POWER

 

  0

  8     

  SHARED DISPOSITIVE POWER

 

  38,504,764(1)

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  38,504,764

10    

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  74.0%(2)

12    

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

As of December 31, 2019. Represents an equal number of shares of Class B common stock, which are convertible into shares of Class A common stock on a one-for-one basis at any time at the holder’s election, and which convert automatically upon any transfer. Such shares are directly held by MMMK Development, Inc. for the benefit of Michael Karanikolas and Michael Mente. Messrs. Karanikolas and Mente are the directors and shareholders of MMMK, Development, Inc.

(2)

Based on 13,531,399 shares of Class A common stock outstanding as of October 31, 2019, as reported in Revolve Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 7, 2019.


CUSIP No. 76156B107    SCHEDULE 13G    Page 4 of 8

 

  1    

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

 

  Michael Mente

  2    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3    

  SEC USE ONLY

 

  4    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

    5     

  SOLE VOTING POWER

 

  935,331(1)

  6     

  SHARED VOTING POWER

 

  38,504,764(2)

  7     

  SOLE DISPOSITIVE POWER

 

  935,331(1)

  8     

  SHARED DISPOSITIVE POWER

 

  38,504,764(2)

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  39,440,095(3)

10    

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  74.5%(3)(4)

12    

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

As of December 31, 2019. Represents an equal number of shares of Class B common stock, which are convertible into shares of Class A common stock on a one-for-one basis at any time at the holder’s election, and which convert automatically upon any transfer. Such shares are held directly by Michael Mente.

(2)

As of December 31, 2019. Represents an equal number of shares of Class B common stock, which are convertible into shares of Class A common stock on a one-for-one basis at any time at the holder’s election, and which convert automatically upon any transfer. Such shares are directly held by MMMK Development, Inc. for the benefit of Michael Karanikolas and Michael Mente. Messrs. Karanikolas and Mente are the directors and shareholders of MMMK, Development, Inc.

(3)

Includes (i) 935,331 shares of Class B common stock held directly by Mr. Mente and (ii) 38,504,764 shares of Class B common stock held by MMMK Development, Inc. for the benefit of Messrs. Mente and Karanikolas.

(4)

Based on 13,531,399 shares of Class A common stock outstanding as of October 31, 2019, as reported in Revolve Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission on November 7, 2019.


CUSIP No. 76156B107    SCHEDULE 13G    Page 5 of 8

 

 

Item 1.

(a) Name of Issuer:

Revolve Group, Inc.

(b) Address of Issuer’s Principal Executive Offices:

12889 Moore Street

Cerritos, California 90703

 

Item 2.

(a) Name of Person Filing:

This Schedule 13G is being filed by each of the following persons (each a “Reporting Person,” and together, the “Reporting Persons”):

MMMK Development, Inc.

Michael Karanikolas

Michael Mente

(b) Address or Principal Business Office:

The address for each of the Reporting Persons is c/o Revolve Group, Inc., 12889 Moore Street, Cerritos, California 90703.

(c) Citizenship:

MMMK Development, Inc. is incorporated in the state of Delaware and each of Michael Karanikolas and Michael Mente are citizens of the United States.

(d) Title of Class of Securities:

Class A Common Stock, $0.001 par value

(e) CUSIP Number:

76156B107

 

Item 3.

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.

 

Item 4.

Ownership.

(a) Amount beneficially owned: See the responses to Item 9 on the attached cover pages.

(b) Percent of class: See the responses to Item 11 on the attached cover pages.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages.

(ii) Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages.

(iii) Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages.


CUSIP No. 76156B107    SCHEDULE 13G    Page 6 of 8

 

(iv) Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages.

 

Item 5

Ownership of Five Percent or Less of the Class:

Not Applicable

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable

 

Item 8

Identification and Classification of Members of the Group:

Not Applicable

 

Item 9

Notice of Dissolution of Group:

Not Applicable

 

Item 10

Certification:

Not Applicable


CUSIP No. 76156B107    SCHEDULE 13G    Page 7 of 8

 

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2020

 

MMMK DEVELOPMENT, INC.
By:  

/s/ Nancy Herrman

Name:   Nancy Herrman
Title:   President

 

MICHAEL KARANIKOLAS

/s/ Michael Karanikolas

 

MICHAEL MENTE

/s/ Michael Mente


CUSIP No. 76156B107    SCHEDULE 13G    Page 8 of 8

 

EXHIBIT INDEX

The following exhibits are filed herewith as part of this Schedule 13G:

 

Exhibit
Number
  

Exhibit

99.1    Joint Filing Agreement

 

EX-99.1 2 d885544dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G, and any amendments thereto, with respect to the common stock beneficially owned by each of them of Revolve Group, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

Dated: February 14, 2020

 

MMMK DEVELOPMENT, INC.
By:  

/s/ Nancy Herrman

Name:   Nancy Herrman
Title:   President

 

MICHAEL KARANIKOLAS

/s/ Michael Karanikolas

MICHAEL MENTE

/s/ Michael Mente