Sec Form 13G Filing - MMMK Development Inc. filing for Revolve Group Inc. (RVLV) - 2021-02-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Revolve Group, Inc.

(Name of Issuer)

Class A common stock

(Title of Class of Securities)

76156B107

(CUSIP Number)

December 31, 2020

(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(1)

10

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  

 

11

 

Percent of Class Represented by Amount in RoW (9)

 

59.9%(2)

12

 

Type of Reporting Person

 

HC

 

(1)

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 stockholders of MMMK Development, Inc. and share voting and dispositive power over the shares held by MMMK Development, Inc.

 

(2)

Based on 25,747,179 shares of Class A common stock outstanding as of November 5, 2020, as reported in Revolve Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the Securities and Exchange Commission on November 12, 2020.

 


 

 




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

 

123,000(1)

 

6

 

Shared Voting Power

 

38,504,764(2)

 

7

 

Sole Dispositive Power

 

123,000(1)

 

8

 

Shared Dispositive Power

 

38,504,764(2)

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

38,627,764(3)

10

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  

 

11

 

Percent of Class Represented by Amount in RoW (9)

 

60.0%(3)(4)

12

 

Type of Reporting Person

 

IN

 

(1)

Represents shares of Class A common stock, which are held directly by Michael Karanikolas. 

 

(2)

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 stockholders of MMMK Development, Inc. and share voting and dispositive power over the shares held by MMMK Development, Inc.

 

(3)

Includes (i) 123,000 shares of Class A common stock held directly by Mr. Karanikolas and (ii) 38,504,764 shares of Class B common stock held by MMMK Development, Inc. for the benefit of Messrs. Karanikolas and Mente.

 

(4)

Based on 25,747,179 shares of Class A common stock outstanding as of November 5, 2020, as reported in Revolve Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the Securities and Exchange Commission on November 12, 2020.

 

 


 

 




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

 

108,331(1)

 

6

 

Shared Voting Power

 

38,504,764(2)

 

7

 

Sole Dispositive Power

 

108,331 (1)

 

8

 

Shared Dispositive Power

 

38,504,764(2)

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

38,613,095(3)

10

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  

 

11

 

Percent of Class Represented by Amount in RoW (9)

 

60.0%(3)(4)

12

 

Type of Reporting Person

 

IN

 

(1)

Represents (i) 73,000 shares of Class A common stock directly held by Mr. Mente and (ii) 35,331 shares of Class B common stock directly held by Mr. Mente, 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.

 

(2)

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 stockholders of MMMK Development, Inc. and share voting and dispositive power over the shares held by MMMK Development, Inc.

 

(3)

Includes (i) 73,000 shares of Class A common stock held directly by Mr. Mente; (ii) 35,331 shares of Class B common stock held directly by Mr. Mente; and (iii) 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 25,747,179 shares of Class A common stock outstanding as of November 5, 2020, as reported in Revolve Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the Securities and Exchange Commission on November 12, 2020.

 


 

 




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 5Ownership of Five Percent or Less of the Class:

 

Not Applicable

 

Item 6Ownership 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 8Identification and Classification of Members of the Group:

 

Not Applicable

 

Item 9Notice of Dissolution of Group:

 

Not Applicable

 

Item 10Certification:

 

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 12, 2021

 

 

 

 

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