Sec Form 4 Filing - Rankin Aubrey @ Revance Therapeutics, Inc. - 2020-07-23

Insider filing report for Changes in Beneficial Ownership
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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
Rankin Aubrey
2. Issuer Name and Ticker or Trading Symbol
Revance Therapeutics, Inc. [ RVNC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Innovation & Tech
(Last) (First) (Middle)
C/O REVANCE THERAPEUTICS, INC, 7555 GATEWAY BLVD
3. Date of Earliest Transaction (MM/DD/YY)
07/23/2020
(Street)
NEWARK, CA94560
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Common Stock 07/23/2020 A 610,041 A 610,041 D
Common Stock 07/23/2020 A 57,251 ( 2 ) A $ 0 667,292 D
Common Stock 174,302 I The Rankin Irrevocable Trust ( 3 )
Common Stock 87,151 I Rankin Family Foundation ( 4 )
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
Employee Stock Option (Right to Buy) $ 2.54 07/23/2020 A 44,828 ( 5 ) 05/13/2029 Common Stock 44,828 $ 2.54 44,828 D
Employee Stock Option (Right to Buy) $ 2.54 07/23/2020 A 8,867 ( 6 ) 12/19/2029 Common Stock 8,867 $ 2.54 8,867 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rankin Aubrey
C/O REVANCE THERAPEUTICS, INC
7555 GATEWAY BLVD
NEWARK, CA94560
X President, Innovation & Tech
Signatures
/s/ Dwight Moxie, Attorney-in-Fact 07/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 23, 2020, the Issuer completed acquisition (the "Merger") of Hint, Inc ("HintMD"), pursuant to that certain Agreement and Plan of Merger, dated as of May 18, 2020, by and among the Issuer, Heart Merger Sub, Inc., direct wholly-owned subsidiary of the Issuer, HintMD, and Fortis Advisors LLC, solely in its capacity as the securityholders' representative (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, at the closing of the Merger, the shares held by Mr. Rankin in HintMD were automatically cancelled and converted into the right to receive shares of common stock of the Issuer.
( 2 )The Shares subject to the Restricted Stock award vest as follows: 25% on the first anniversary of the vesting commencement date of August 15, 2020, 25% on the second anniversary of the vesting commencement date of August 15, 2020, and 50% on the third anniversary of the vesting commencement date of August 15, 2020, subject to Mr. Rankin's Continuous Service (as defined in the Issuer's 2014 Inducement Plan) as of each such vesting date.
( 3 )These shares are held by The Rankin Irrevocable Trust. Mr. Rankin is a Trustee of the Rankin Irrevocable Trust.
( 4 )These shares are held by the Rankin Family Foundation. Mr. Rankin is a Trustee of the Rankin Family Foundation.
( 5 )The Option shall vest as follows: 1/48th of the total number of shares subject to the Option shall vest in 48 equal monthly installments over 4 years beginning from May 1, 2019, subject to Mr. Rankin's Continuous Service (as defined in the Issuer's 2017 Equity Incentive Plan (the "Plan")) as of each such vesting date.
( 6 )The Option vests in accordance to the following schedule: 25% on the first anniversary of the vesting commencement date of January 1, 2020, and 1/48th vesting each month thereafter for the remaining three years, subject to Mr. Rankin's Continuous Service (as defined in the Plan) as of such date.

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