0000898822-19-000084.txt : 20191108 0000898822-19-000084.hdr.sgml : 20191108 20191108164746 ACCESSION NUMBER: 0000898822-19-000084 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20191108 DATE AS OF CHANGE: 20191108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REVLON INC /DE/ CENTRAL INDEX KEY: 0000887921 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133662955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49483 FILM NUMBER: 191204671 BUSINESS ADDRESS: STREET 1: ONE NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2125274000 MAIL ADDRESS: STREET 1: ONE NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: NEW REVLON INC/DE/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MacAndrews & Forbes Inc. CENTRAL INDEX KEY: 0000918939 IRS NUMBER: 133603886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 35 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-572-8600 MAIL ADDRESS: STREET 1: 35 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10065 FORMER COMPANY: FORMER CONFORMED NAME: MacAndrews & Forbes Holdings Inc. DATE OF NAME CHANGE: 20050201 FORMER COMPANY: FORMER CONFORMED NAME: MAFCO HOLDINGS INC DATE OF NAME CHANGE: 19940210 SC 13D/A 1 revlon20191108.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 13)*
REVLON, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Classes of Securities)
761525609
(CUSIP Number of Classes of Securities)
STEVEN M. COHEN
EXECUTIVE VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER
AND GENERAL COUNSEL
MACANDREWS & FORBES INCORPORATED
35 EAST 62ND STREET
NEW YORK, NEW YORK 10065
(212) 572-8600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copies to:
ADAM O. EMMERICH, ESQ. AND DONGJU SONG, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
November 7, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

*
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 disclosures provided in a prior cover page.
The information required on 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).

1
NAME OF REPORTING PERSON
Ronald O. Perelman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-2-


1
NAME OF REPORTING PERSON
The ROP Revocable Trust dated 1/9/2018
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-3-

1
NAME OF REPORTING PERSON
MacAndrews & Forbes Incorporated
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-4-

1
NAME OF REPORTING PERSON
REV Holdings LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-5-

1
NAME OF REPORTING PERSON
Mafco Four LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-6-

1
NAME OF REPORTING PERSON
MFV Holdings One LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-7-

1
NAME OF REPORTING PERSON
RCH Holdings One Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-8-

1
NAME OF REPORTING PERSON
SGMS Acquisition Two LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-9-

1
NAME OF REPORTING PERSON
DBX Holdings One LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-10-

1
NAME OF REPORTING PERSON
NDX Holdings One LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-11-

1
NAME OF REPORTING PERSON
MacAndrews & Forbes Group, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-12-

1
NAME OF REPORTING PERSON
SGMS Acquisition Three LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-13-

1
NAME OF REPORTING PERSON
Perelman Trust Company, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
4,546,352 shares of Class A Common Stock
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
4,546,352 shares of Class A Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,546,352 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%% (1)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-14-

1
NAME OF REPORTING PERSON
RLX Holdings One LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-15-

1
NAME OF REPORTING PERSON
RLX Holdings Two LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-16-

1
NAME OF REPORTING PERSON
RLX Holdings Three LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-17-

1
NAME OF REPORTING PERSON
RLX Holdings Four LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) 
(b) 
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 shares of Class A Common Stock
8
SHARED VOTING POWER
46,223,321 shares of Class A Common Stock (1)
9
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
10
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 shares of Class A Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(1)
The information set forth in Item 5 is incorporated herein by reference.
(2)
Calculation based on 53,035,412 shares of Class A Common Stock outstanding as of November 7, 2019.
-18-

This Amendment No. 13 to Schedule 13D (“Amendment No. 13”), which amends and supplements the statement on Schedule 13D, dated October 8, 2009, as amended and supplemented by Amendment No. 1 thereto dated October 8, 2013, Amendment No. 2 thereto dated January 14, 2016, Amendment No. 3 thereto dated August 17, 2016, Amendment No. 4 thereto dated May 9, 2017, Amendment No. 5 thereto dated June 9, 2017, Amendment No. 6 thereto dated June 21, 2017, Amendment No. 7 thereto dated August 9, 2017, Amendment No. 8 thereto dated September 18, 2017, Amendment No. 9 thereto dated September 22, 2017, Amendment No. 10 thereto dated September 20, 2018, Amendment No. 11 thereto dated March 22, 2019 and Amendment No. 12 thereto dated August 16, 2019 (as amended, the “Schedule 13D”), is being filed with the Securities and Exchange Commission by Mr. Ronald O. Perelman, The ROP Revocable Trust dated 1/9/2018, a New York trust, MacAndrews & Forbes Incorporated, a Delaware corporation (“MacAndrews & Forbes”), REV Holdings LLC, a Delaware limited liability company, Mafco Four LLC, a Delaware limited liability company, MFV Holdings One LLC, a Delaware limited liability company, RCH Holdings One Inc., a Delaware corporation, SGMS Acquisition Two LLC, a Delaware limited liability company, DBX Holdings One LLC, a Delaware limited liability company, NDX Holdings One LLC, a Delaware limited liability company, MacAndrews & Forbes Group, LLC, a Delaware limited liability company, SGMS Acquisition Three LLC, a Delaware limited liability company, Perelman Trust Company, LLC, a Delaware limited liability company, RLX Holdings One LLC, a Delaware limited liability company, RLX Holdings Two LLC, a Delaware limited liability company, RLX Holdings Three LLC, a Delaware limited liability company and RLX Holdings Four LLC, a Delaware limited liability company (each of the foregoing, a “Reporting Person,” and collectively, the “MacAndrews & Forbes Reporting Persons”) relating to the shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of Revlon, Inc., a Delaware corporation (the “Company”).
Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D unless otherwise defined herein.
Item 2.   Identity and Background
The information contained in Item 2 of the Schedule 13D is hereby amended and supplemented with the following information:
Schedule A of the Schedule 13D is hereby amended with the information attached as Schedule A hereto, which amends and restates the information provided with respect to MacAndrews & Forbes, MacAndrews & Forbes Group, LLC, RLX Holdings Three LLC, RLX Holdings Four LLC, DBX Holdings One LLC, REV Holdings LLC, RCH Holdings One Inc., RLX Holdings One LLC, RLX Holdings Two LLC, NDX Holdings One LLC and SGMS Acquisition Two LLC.
Item 4.   Purpose of Transaction
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented with the following information:
Pursuant to discussions between MacAndrews & Forbes and the independent directors of the Company, MacAndrews & Forbes has agreed to extend the term of its standstill agreement with the Company, dated as of September 15, 2017, as extended on September 20, 2018, for an additional period ending September 15, 2020.  A copy of the letter sent by MacAndrews & Forbes to such independent directors is attached as Exhibit 14 hereto and incorporated into this Item 4 by reference.
Item 7.   Material to Be Filed as Exhibits
Exhibit 14   Letter to the Independent Directors of Revlon, Inc.
-19-

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true, complete and correct.
Dated:  November 8, 2019
/s/ Ronald O. Perelman 
Ronald O. Perelman
THE ROP REVOCABLE TRUST DATED 1/9/2018


By: /s/ Ronald O. Perelman
      Name: Ronald O. Perelman
      Title: Trustee

 

 

MACANDREWS & FORBES INCORPORATED
REV HOLDINGS LLC
MAFCO FOUR LLC
MFV HOLDINGS ONE LLC
SGMS ACQUISITION TWO LLC
RCH HOLDINGS ONE INC.
DBX HOLDINGS ONE LLC
NDX HOLDINGS ONE LLC
MACANDREWS & FORBES GROUP, LLC
SGMS ACQUISITION THREE LLC
RLX HOLDINGS ONE LLC
RLX HOLDINGS TWO LLC
RLX HOLDINGS THREE LLC
RLX HOLDINGS FOUR LLC


 
By: /s/ Paul G. Savas
      Name: Paul G. Savas
      Title: Executive Vice President and
      Chief Financial Officer

 

 



PERELMAN TRUST COMPANY, LLC

By:
MacAndrews & Forbes Incorporated, its managing member


 
By: /s/ Paul G. Savas
      Name: Paul G. Savas
      Title: Executive Vice President and
      Chief Financial Officer

 

 

-20-

Schedule A Amendment
The following table sets forth the name and present principal occupation or employment of each executive officer and director (for corporations) or controlling person (for limited liability companies) of MacAndrews & Forbes Incorporated, MacAndrews & Forbes Group, LLC, RLX Holdings Three LLC, RLX Holdings Four LLC, DBX Holdings One LLC, REV Holdings LLC, RCH Holdings One Inc., RLX Holdings One LLC, RLX Holdings Two LLC, NDX Holdings One LLC and SGMS Acquisition Two LLC.  Each natural person referenced in the preceding sentence is a U.S. citizen. During the last five years, none of the persons who are identified in this Schedule A: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Except as reported in the Forms 4 referenced in the two footnotes below and in Item 5, none of the persons listed above beneficially owns any shares of Class A Common Stock.  The current business address of each of the persons listed below is c/o MacAndrews & Forbes Incorporated, 35 East 62nd Street, New York, New York 10065, and the business telephone number is (212) 572-8600.

MacAndrews & Forbes Incorporated

Name
Present Principal Occupation or Employment
Ronald O. Perelman
 
Director, Chairman of the Board and Chief Executive Officer of MacAndrews & Forbes Incorporated
   
 
Debra Perelman (1)
 
Director of MacAndrews & Forbes Incorporated; President and Chief Executive Officer of Revlon, Inc.
   
 
Paul G. Savas (2)
 
Executive Vice President and Chief Financial Officer of MacAndrews & Forbes Incorporated
   
 
Steven M. Cohen
 
Executive Vice President, Chief Administrative Officer and General Counsel of MacAndrews & Forbes Incorporated

(1) The Form 4 filed by Ms. Perelman with the Securities and Exchange Commission on March 19, 2019 is incorporated herein by reference.

(2) The Form 4 filed by Mr. Savas with the Securities and Exchange Commission on November 14, 2016 is incorporated herein by reference. 


MacAndrews & Forbes Group, LLC

Name
Title
Ronald O. Perelman
 
Chairman and Chief Executive Officer of MacAndrews & Forbes Group, LLC
   
 
Paul G. Savas
 
Executive Vice President and Chief Financial Officer of MacAndrews & Forbes Group, LLC
   
 
MacAndrews & Forbes LLC, a wholly owned subsidiary of MacAndrews & Forbes Incorporated, is the sole member of MacAndrews & Forbes Group, LLC.

RLX Holdings Three LLC

Name
Title
Paul G. Savas
 
Executive Vice President and Chief Financial Officer of RLX Holdings Three LLC
   
 
MacAndrews & Forbes Incorporated is the sole member of RLX Holdings Three LLC.

RLX Holdings Four LLC

Name
Title
Paul G. Savas
 
Executive Vice President and Chief Financial Officer of RLX Holdings Four LLC
   
 
MacAndrews & Forbes Incorporated is the sole member of RLX Holdings Four LLC.

DBX Holdings One LLC

Name
Title
Paul G. Savas
 
Executive Vice President and Chief Financial Officer of DBX Holdings One LLC
   
 
MacAndrews & Forbes Incorporated is the sole member of DBX Holdings One LLC.
REV Holdings LLC

Name
Title
Ronald O. Perelman
Chairman of the Board and Chief Executive Officer, Manager of REV Holdings LLC
   
Paul G. Savas
 
Executive Vice President and Chief Financial Officer of REV Holdings LLC
   
 
Revlon Holdings LLC, a wholly owned subsidiary of MacAndrews & Forbes Incorporated, is the sole member of REV Holdings LLC.

RCH Holdings One Inc.

Name
Title
Ronald O. Perelman
Chairman of the Board, Director of RCH Holdings One Inc.
   
Paul G. Savas
 
Executive Vice President and Chief Financial Officer of RCH Holdings One Inc.
   
 

RLX Holdings One LLC

Name
Title
Paul G. Savas
 
Executive Vice President and Chief Financial Officer of RLX Holdings One LLC
   
 
MacAndrews & Forbes Incorporated is the sole member of RLX Holdings One LLC.

RLX Holdings Two LLC

Name
Title
Ronald O. Perelman
President of RLX Holdings Two LLC
Paul G. Savas
 
Executive Vice President and Chief Financial Officer of RLX Holdings Two LLC
   
 
MacAndrews & Forbes Incorporated is the sole member of RLX Holdings Two LLC.
NDX Holdings One LLC

Name
Title
Paul G. Savas
 
Executive Vice President and Chief Financial Officer of NDX Holdings One LLC
   
 
MacAndrews & Forbes Incorporated is the sole member of NDX Holdings One LLC.

SGMS Acquisition Two LLC

Name
Title
Paul G. Savas
 
Executive Vice President and Chief Financial Officer of SGMS Acquisition Two LLC
   
 
MacAndrews & Forbes Incorporated is the sole member of SGMS Acquisition Two LLC.



-21-
EX-1 2 ex1.htm
MACANDREWS & FORBES INCORPORATED

Steven M. Cohen
General Counsel and
Chief Administrative Officer


October 24, 2019


Alan S. Bernikow, as Representative of Revlon, Inc.'s Independent Directors
Revlon, Inc.
One New York Plaza, 50th Floor
New York, New York 10004


Dear Mr. Bernikow:


As we have discussed, MacAndrews & Forbes Incorporated (M&F) has agreed to abide
by the standstill agreement dated September 15, 2017 (as extended by my letter dated September
20, 2018) for an additional one year (to no sooner than September 15, 2020). I write
to confirm and memorialize this agreement. If this is acceptable to the independent directors of
Revlon, Inc.'s Board of Directors, please countersign below and return a copy of this extension.

 
Very truly yours,

 
MACANDREWS & FORBES INCORPORATED

 
By: /s/ Steven M. Cohen
 
Steven M. Cohen
 
 

ACKNOWLEDGED AND AGREED:

 
By: /s/ Alan S. Bernikow
 
Alan S. Bernikow,
On behalf of the Independent Directors of Revlon, Inc.
 
November 7, 2019
 
   
cc: Cari Robinson, Esq.
 



35 EAST 62ND STREET                    NEW YORK, NEW YORK 10065                    212.572.5970