Sec Form 4 Filing - Delpani Lorenzo @ REVLON INC /DE/ - 2016-04-22

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
Delpani Lorenzo
2. Issuer Name and Ticker or Trading Symbol
REVLON INC /DE/ [ REV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O REVLON, INC., ONE NEW YORK PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
04/22/2016
(Street)
NEW YORK, NY10004
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
Class A Common Stock, par value $0.01 per share 04/22/2016 D 72,895 ( 1 ) D $ 36.83 65,703 D
Class A Common Stock, par value $0.01 per share 04/22/2016 D 65,703 ( 2 ) D $ 24.35 0 D
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
Delpani Lorenzo
C/O REVLON, INC.
ONE NEW YORK PLAZA
NEW YORK, NY10004
X
Signatures
/s/ Michael T. Sheehan for Lorenzo Delpani pursuant to a Power of Attorney granted on 11/1/13 04/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Transition and Separation Agreement and Release, as amended on 4/21/16, between Mr. Delpani and the Issuer, on 4/22/16 the Issuer repurchased the 72,895 reported shares from Mr. Delpani at the $36.83 NYSE closing price on 4/20/16.
( 2 )Pursuant to the Transition and Separation Agreement and Release, as amended on 4/21/16, between Mr. Delpani and the Issuer, on 4/22/16, the Issuer paid Mr. Delpani $1.6 million (or $24.35 per share) as consideration for cancelling his remaining 65,703 unvested restricted shares that were otherwise scheduled to vest on 3/15/17.

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