SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Revance Therapeutics, Inc. [ RVNC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/07/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Option (Right to Buy) | $20.42 | 05/07/2015 | J(1) | 8,000 | (2) | 05/06/2025 | Common Stock | 8,000 | $0.00 | 8,000 | I | By affiliate(1) | |||
Stock Option (Right to Buy) | $20.42 | 05/07/2015 | J(3) | 8,000 | (4) | 05/06/2025 | Common Stock | 8,000 | $0.00 | 8,000 | I | By affiliate(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This option was granted to Jonathan Tunnicliffe, a director of Revance Therapeutics, Inc., who is a member of the investment committee of NQ HCIF GP, Ltd. ("NovaQuest GP Ltd.") which is the general partner of NQ HCIF General Partner, L.P. ("NovaQuest GP"), which is the general partner of NovaQuest Pharma Opportunities Fund III, L.P. ("NovaQuest"). Under NovaQuest's partnership agreement, Mr. Tunnicliffe is deemed to hold the reported option for the benefit of NovaQuest, and must exercise the option solely upon the direction of NovaQuest, which is entitled to the shares issued upon exercise. NovaQuest, NovaQuest GP and NovaQuest GP Ltd. may be deemed indirect beneficial owners of the option. NovaQuest GP and NovaQuest GP Ltd. disclaim beneficial ownership of the option except to the extent of their pecuniary interest therein. |
2. The shares subject to the stock option shall vest on the one year anniversary of May 7, 2015, subject to Jonathan Tunnicliffe's Continuous Service (as defined in the Issuer's 2014 Equity Incentive Plan) through such vesting date. The stock option represents an annual option grant pursuant to the Issuer's Non-Employee Director Compensation Policy. |
3. This option was granted to Ronald J. Wooten, a director of Revance Therapeutics, Inc., who is a member of the investment committee of NovaQuest GP Ltd. which is the general partner of NovaQuest GP, which is the general partner of NovaQuest. Under NovaQuest's partnership agreement, Mr. Wooten is deemed to hold the reported option for the benefit of NovaQuest, and must exercise the option solely upon the direction of NovaQuest, which is entitled to the shares issued upon exercise. NovaQuest, NovaQuest GP and NovaQuest GP Ltd. may be deemed indirect beneficial owners of the option. NovaQuest GP and NovaQuest GP Ltd. disclaim beneficial ownership of the option except to the extent of their pecuniary interest therein. |
4. The shares subject to the stock option shall vest on the one year anniversary of May 7, 2015, subject to Ronald J. Wooten's Continuous Service (as defined in the Issuer's 2014 Equity Incentive Plan) through such vesting date. The stock option represents an annual option grant pursuant to the Issuer's Non-Employee Director Compensation Policy. |
Remarks: |
/s/ John L. Bradley, Jr., Director of NQ HCIF GP, Ltd., General Partner of NQ HCIF General Partner, L.P., General Partner of NovaQuest Pharma Opportunities Fund III, L.P. | 05/27/2015 | |
/s/ John L. Bradley, Jr., director of NQ HCIF GP, Ltd., General Partner of NQ HCIF General Partner, L.P. | 05/27/2015 | |
/s/ John L. Bradley, Jr., Director | 05/27/2015 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |