Sec Form 5 Filing - AXA IM Prime Impact Master Fund I SCA SICAV-RAIF @ REVELATION BIOSCIENCES, INC. - 2022-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
AXA IM Prime Impact Master Fund I SCA SICAV-RAIF
2. Issuer Name and Ticker or Trading Symbol
REVELATION BIOSCIENCES, INC. [ REVB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
2-4 RUE EUGENE RUPPERT,
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2022
(Street)
LUXEMBOURG, N4L-2453
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 01/10/2022( 1 ) J( 1 ) V 1,958,984 ( 1 ) A $ 0 ( 1 ) 1,958,984 ( 1 ) D ( 2 ) ( 3 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AXA IM Prime Impact Master Fund I SCA SICAV-RAIF
2-4 RUE EUGENE RUPPERT
LUXEMBOURG, N4L-2453
Former 10% Owner
AXA IM Prime Impact GP S.a.r.l
2-4, RUE EUGENE RUPPERT
LUXEMBOURG, N4L-2453
Former 10% owner
AXA Investment Managers Paris
6 PLACE DE LA PYRAMIDE
PUTEAUX, I092800
Former 10% owner
AXA INVESTMENT MANAGERS UK Ltd
22 BISHOPGATE
LONDON, X0EC2M 3XJ
Former 10% owner
AXA Investment Managers S.A.
6 PLACE DE LA PYRAMIDE
TOUR MAJUNGA
PUTEAUX, I092800
Former 10% owner
AXA S.A.
25 AVENUE MATIGNON
PARIS, I075008
Former 10% owner
Signatures
/s/ Mirko Dietz Board Member, AXA IM Prime Impact GP S.a.r.l 02/14/2023
Signature of Reporting Person Date
/s/ Paul Guillaume Board Member, AXA IM Prime Impact GP S.a.r.l 02/14/2023
Signature of Reporting Person Date
/s/ Mirko Dietz Board Member, AXA IM Prime Impact GP S.a.r.l 02/14/2023
Signature of Reporting Person Date
/s/ Paul Guillaume Board Member, AXA IM Prime Impact GP S.a.r.l 02/14/2023
Signature of Reporting Person Date
/s/ Enguerran Six Chief Compliance officer, AXA Investment Managers Paris S.A 02/14/2023
Signature of Reporting Person Date
/s/ Terrance Turner Chief Compliance Officer, AXA Investment Managers UK Ltd 02/14/2023
Signature of Reporting Person Date
/s/ Anthony Gilsoul Attorney-in-fact AXA Investment Managers S.A 02/14/2023
Signature of Reporting Person Date
/s/ Anthony Gilsoul Attorney-in-fact AXA S.A 02/14/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 10, 2022, Petra Acquisition, Inc. consummated a business combination with the old Revelation Biosciences, Inc., and the reporting persons became the holders ofpublicly traded shares of the Common Stock of the new Revelation Biosciences, Inc., pursuant to a registration statement
( 2 )The following parties may be deemed to have the power to vote and direct the disposition of the shares of Common Stock owned by AXA IM Prime Impact Master Fund ISCASICAV-RAIF (the "Fund"):(a) the Fund owns the shares of Common Stock reported herein, (b) the general partner of the Fund, AXA IM Prime Impact GP S.a.r.l, has appointedAXA Investment Managers Paris S.A. ("AIFM") as the alternative investment fund manager of the Fund to undertake all functions required of an external alternative investmentfund manager, (c) the Fund with the consent of AIFM and duly represented by its general partner, AXA IM Prime Impact GP S.a.r.l, has also entered into a delegated portfoliomanagement agreement with AIFM and AXA Investment Managers UK Ltd. ("AXA IM UK") in order to appoint AXA IM UK to act as the portfolio manager of the Fund, (d) AXAInvestment Managers S.A. is the sole shareholder of AIFM and AXA IM UK, and (e) AXA S.A. is the controlling shareholder of AXA IM SA.
( 3 )The reporting persons do not believe that they constitute a "group" within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended, and they do notbelieve that they are otherwise required to attribute to each other the beneficial ownership of the securities reported herein held by them or by any persons or entities for whomor for which AIFM or AXA IM UK provides investment management services. Each of the reporting persons also disclaims beneficial ownership of these securities except to theextent of that person's pecuniary interest therein.
( 4 )On July 28, 2022, the issuer closed a public offering, and, as a result of the dilutive effect of the public offering, the reporting persons ceased to beneficially own more than10% of the issuer's Common Stock outstanding as of the close of business on July 28, 2022.

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