Debra Golding Perelman Form 4 REVLON / Debra Golding Perelman ownership change

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^*

Perelman Debra Golding

(Last) (First) (Middle)

C/O REVLON, INC.

ONE NEW YORK PLAZA

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

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
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Class A Common Stock	03/15/2022		M		35,107	A	(1)	149,671	D
Class A Common Stock	03/15/2022		F		14,149(2)	D	$8.41	135,522	D
Class A Common Stock	03/15/2022		M		52,919	A	(1)	188,441	D
Class A Common Stock	03/15/2022		F		21,327(2)	D	$8.41	167,114	D
Class A Common Stock	03/15/2022		M		257,318	A	(1)	424,432	D
Class A Common Stock	03/15/2022		F		141,141(2)	D	$8.41	283,291	D
Class A Common Stock	03/15/2022		M		23,170	A	(3)	306,461	D
Class A Common Stock	03/15/2022		F		9,338(4)	D	$8.41	297,123	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 (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
Restricted Stock Units	(1)	03/15/2022		M			35,107	(5)	(5)	Common Stock	35,107	$0	0	D
Restricted Stock Units	(1)	03/15/2022		M			52,919	(5)	(5)	Common Stock	52,919	$0	52,919	D
Restricted Stock Units	(1)	03/15/2022		M			257,318	(5)	(5)	Common Stock	257,318	$0	257,318	D
Performance-based Restricted Stock Units	(3)	03/15/2022		M			23,170	(6)	(6)	Common Stock	23,170	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Revlon, Inc. Class A Common Stock, par value $0.01 per share, or, at the Issuer's election, the cash value thereof as of the dates that the RSUs are settled.

2. Represents shares of Class A Common Stock withheld by the Issuer for the payment of withholding taxes due upon the vesting of each applicable tranche of previously-reported time-based RSUs.

3. Each performance-based RSU represents the right to receive, following vesting, one share of Revlon, Inc. Class A Common Stock, par value $0.01 per share, or, at the Issuer's election, the cash value thereof as of the dates that the performance-based RSUs are settled, in each case, based upon the achievement of pre-established performance metrics.

4. Represents shares of Class A Common Stock withheld by the Issuer for the payment of withholding taxes due upon the vesting of a tranche of performance-based RSUs issued under the Fourth Amended and Restated Revlon, Inc. Stock Plan.

5. Represents the vesting on 3/15/2022 of one-third of previously-reported time-based RSUs.

6. Represents the vesting on 3/15/2022 of a tranche of performance-based RSUs.

	/s/ Penny Tehrani-Littrell for Debra G. Perelman pursuant to a power-of-attorney granted on 2/22/2022	03/17/2022
	** 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).
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