Sec Form 4 Filing - ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP @ Revance Therapeutics, Inc. - 2014-04-08

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP
2. Issuer Name and Ticker or Trading Symbol
Revance Therapeutics, Inc. [ RVNC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ESSEX WOODLANDS HEALTH VENTURES, 335 BRYANT STREET, THIRD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/08/2014
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 28.93 04/08/2014 J( 1 ) 8,000 ( 2 ) 04/07/2024 Common Stock 8,000 $ 0 8,000 I By affiliate ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP
C/O ESSEX WOODLANDS HEALTH VENTURES
335 BRYANT STREET, THIRD FLOOR
PALO ALTO, CA94301
X
ESSEX WOODLANDS HEALTH VENTURES FUND VIII-A LP
C/O ESSEX WOODLANDS HEALTH VENTURES
335 BRYANT STREET, THIRD FLOOR
PALO ALTO, CA94301
X
ESSEX WOODLANDS HEALTH VENTURES FUND VIII-B LP
C/O ESSEX WOODLANDS HEALTH VENTURES
335 BRYANT STREET, THIRD FLOOR
PALO ALTO, CA94301
X
Signatures
/s/ Gordon Ho, Attorney-in-fact 04/10/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This option was granted to Ronald W. Eastman, a director of Revance Therapeutics, Inc. who is a partner at Essex Woodland Health Ventures VIII, LLC, which is the general partner of Essex Woodlands Health Ventures VIII, L.P. ("Essex VIII"). Essex VIII is the general partner of Essex Woodlands Health Ventures Fund VIII, L.P., Essex Woodlands Health Ventures Fund VIII-A, L.P. and Essex Woodlands Health Ventures Fund VIII-B, L.P. (collectively "Essex Fund VIII"). Under Essex Fund VIII's partnership agreements, Mr. Eastman is deemed to hold the option for the benefit of Essex Fund VIII and may exercise the option solely upon the direction of Essex Fund VIII, which is entitled to the shares issued upon exercise. Essex Fund VIII and Essex Woodland Health Ventures VIII, LLC may be deemed indirect beneficial owners of the option. Essex Fund VIII and Essex Woodland Health Ventures VIII, LLC disclaim beneficial ownership of the option except to the extent of their pecuniary interest therein.
( 2 )The Option shares shall vest as follows: The shares subject to the Option Grant will vest on the one year anniversary of April 8, 2014, subject to the Ronald W. Eastman's Continuous Service (as defined in the Issuer's 2014 Equity Incentive Plan) through such vesting date.

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