Exter Neil Form 4 Revolution Medicines / Neil Exter 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^*

Exter Neil

(Last) (First) (Middle)

C/O THIRD ROCK VENTURES, LLC

NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Revolution Medicines, Inc. [ RVMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2021

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
Common Stock	05/25/2021		S		0(1)	D	$0.00(1)	0(2)	I	See footnotes(3)
Common Stock	05/26/2021		S		0(4)	D	$0.00(4)	0(5)	I	See footnotes(3)
Common Stock								0(6)	I	See footnotes(3)(6)
Common Stock								0(4)	I	See footnotes(5)
Common Stock								19,998	D
Common Stock								19,998	I	See footnotes(7)

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

Explanation of Responses:

1. On May 25, 2021, Third Rock Ventures II, L.P. ("TRV II") sold 135,000 shares of Common Stock of the Issuer in multiple transactions at prices ranging from $30.85 to $31.25, inclusive, at a weighted average price per share of $30.93. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1).

2. After the above transaction, TRV II owned 1,774,317 shares of Common Stock of the Issuer.

3. The Reporting Person is a partner of each of Third Rock Ventures GP II, L.P., TRV GP III, L.P. and Third Rock Ventures GP IV, L.P. which is the general partner of each of TRV II, Third Rock Ventures III, L.P. ("TRV III") and Third Rock Ventures IV, L.P. ("TRV IV" and collectively with TRV II and TRV III, "the Funds"), respectively. The Reporting Person disclaims beneficial ownership over the shares held by the Funds, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares.

4. On May 26, 2021, TRV II sold 1,231,204 shares of Common Stock of the Issuer in multiple transactions at prices ranging from $30.50 to $31.14, inclusive, at a weighted average price per share of $30.53. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4).

5. After the above transaction, TRV II owned 543,113 shares of Common Stock of the Issuer.

6. TRV III directly holds 5,524,031 shares of Common Stock of the Issuer and TRV IV directly holds 1,419,900 shares of Common Stock of the Issuer.

7. The shares are directly held in certain estate-planning trusts over which the Reporting Person may have voting and dispositive power. The Reporting Person disclaims beneficial ownership over the shares held by such trusts except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares.

Remarks:

	/s/ Neil Exter	05/27/2021
	** 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).
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