Sec Form 4 Filing - Flynn James E @ Revolution Medicines, Inc. - 2020-02-18

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
Flynn James E
2. Issuer Name and Ticker or Trading Symbol
Revolution Medicines, Inc. [ RVMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Possible Member of 10% Group
(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2020
(Street)
NEW YORK, NY10017
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
Common Stock 02/18/2020 C 997,589 A 997,589 I Through Deerfield Private Design Fund IV, L.P. ( 2 ) ( 3 )
Common Stock 02/18/2020 C 498,795 A 498,795 I Through Deerfield Partners, L.P. ( 2 ) ( 3 )
Common Stock 02/18/2020 P 300,000 A $ 17 1,297,589 I Through Deerfield Private Design Fund IV, L.P. ( 2 ) ( 3 )
Common Stock 02/18/2020 P 300,000 A $ 17 798,795 I Through Deerfield Partners, L.P. ( 2 ) ( 3 )
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
Series C Preferred Stock ( 1 ) 02/18/2020 C 997,589 ( 1 ) ( 1 ) Common Stock 997,589 ( 1 ) 0 I Through Deerfield Private Design Fund IV, L.P. ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) 02/18/2020 C 498,795 ( 1 ) ( 1 ) Common Stock 498,795 ( 1 ) 0 I Through Deerfield Partners, L.P. ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flynn James E
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
Deerfield Mgmt IV, L.P.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
Deerfield Private Design Fund IV, L.P.
780 THIRD AVENUE 37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
Deerfield Mgmt L.P.
780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
DEERFIELD PARTNERS, L.P.
780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
Signatures
/s/ Jonathan Isler, Attorney-in-Fact 02/18/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-4.8661 reverse split of the Issuer's common stock and preferred stock effected by the Issuer on February 7, 2020 in connection with its initial public offering.
( 2 )This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P.
( 3 )In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:
Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.

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