Sec Form 4 Filing - SAXENA PARAG @ REVIVA PHARMACEUTICALS HOLDINGS, INC. - 2023-11-20

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 SAXENA PARAG 2. Issuer Name and Ticker or Trading Symbol REVIVA PHARMACEUTICALS HOLDINGS, INC. [ RVPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VEDANTA MANAGEMENT LP, 250 WEST 55TH STREET, SUITE 13D 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2023 (Street) NEW YORK, NY10019 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 Pre-Funded Warrant $ 0.0001 11/20/2023 J( 1 ) 585,366 ( 2 ) ( 2 ) Common Stock 585,366 ( 1 ) 585,366 I See Footnote ( 3 ) Common Stock Warrant (right to buy) $ 5 11/20/2023 J( 1 ) 585,366 ( 4 ) 11/20/2028 Common Stock 585,366 ( 1 ) 585,366 I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SAXENA PARAG C/O VEDANTA MANAGEMENT LP 250 WEST 55TH STREET, SUITE 13D NEW YORK, NY10019 X X VEDANTA PARTNERS, LLC C/O VEDANTA MANAGEMENT LP 250 WEST 55TH STREET, SUITE 13D NEW YORK, NY10019 X VEDANTA ASSOCIATES, L.P. C/O VEDANTA MANAGEMENT LP 250 WEST 55TH STREET, SUITE 13D NEW YORK, NY10019 X Signatures /s/ Parag Saxena, on behalf of Vedanta Partners, LLC, by Parag Saxena, its CEO 11/22/2023 Signature of Reporting Person Date /s/ Parag Saxena on behalf of Vedanta Associates, LP, by Vedanta Partners, LLC, its general partner, by Parag Saxena, its CEO 11/22/2023 Signature of Reporting Person Date /s/ Parag Saxena 11/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are included within 585,366 units purchased by Vedanta R2 Partners, LP ("Vedanta R2"), an investment vehicle managed by the Reporting Persons, for $5.1249 per unit (each, a "Unit"), with such purchase approved by the board of directors of Reviva Pharmaceuticals Holdings, Inc. (the "Issuer") as exempt from Section 16(b), to the extent applicable, as an acquisition from the Issuer pursuant to Rule 16b-3(d). Each Unit consists of one pre-funded warrant to purchase one share of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock"), and one common stock warrant to purchase one share of Common Stock. ( 2 )The pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding shares of Common Stock of the Issuer. ( 3 )Held directly by Vedanta R2. Vedanta Associates, L.P. ("Vedanta Associates") is the general partner of Vedanta R2. Vedanta Partners, LLC ("Vedanta Partners") is the general partner of Vedanta Associates, and Parag Saxena is the majority member of Vedanta Partners and exercises voting and dispositive power over the securities held by Vedanta Partners. Each of Vedanta Associates, Vedanta Partners and Mr. Saxena disclaim beneficial ownership of the securities reported on this Form 4, except to the extent of any pecuniary interest therein. ( 4 )The common stock warrants expire on November 20, 2028, and are exercisable immediately, to the extent that after giving effect to such exercise the Reporting Persons and their affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 19.99% of the outstanding shares of Common Stock of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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