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 REVOLUTION MEDICINES, INC.

700 SAGINAW DRIVE

(Street)

REDWOOD CITY CA 94063

(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)
02/18/2020

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	02/18/2020		C		0(1)(2)	A	$0.00	0(1)(3)	I	See Footnote(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
Series A Convertible Preferred Stock	(4)	02/18/2020		C			0(1)(8)	(4)	(4)	Common Stock	0(1)	$0.00	0	I	See Footnote(7)(8)
Series B Convertible Preferred Stock	(5)	02/18/2020		C			0(1)(9)	(5)	(5)	Common Stock	0(1)	$0.00	0	I	See Footnote(7)(9)
Series C Convertible Preferred Stock	(6)	02/18/2020		C			0(1)(10)	(6)	(6)	Common Stock	0(1)	$0.00	0	I	See Footnote(7)(10)

Explanation of Responses:

1. Reflects a 1-for-4.8661 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.

2. Third Rock Ventures II ("TRV II") directly holds 1,909,317 shares of the Issuer's common stock, Third Rock Ventures III, L.P. ("TRV III") directly holds 8,613,025 shares of the Issuer's common stock and Third Rock Ventures IV, L.P. ("TRV IV") directly holds 1,419,900 shares of the Issuer's common stock upon the conversion of the Issuer's Series A convertible preferred stock (the "Series A Preferred"), the Issuer's Series B convertible preferred stock (the "Series B Preferred"), and the Issuer's Series C convertible preferred stock (the "Series C Preferred"). The Reporting Person disclaims beneficial ownership over such shares, 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.

3. TRV II directly holds 1,909,317 shares, TRV III directly holds 9,024,031 shares and TRV IV directly holds 1,419,900 shares. The Reporting Person disclaims beneficial ownership over such shares, 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. The Series A Convertible Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

5. The Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

6. The Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

7. The Reporting Person is a partner of each of Third Rock Ventures GP II, L.P., Third Rock Ventures GP III, L.P. and Third Rock Ventures GP IV, L.P. which is the general partner of each of TRV II, TRV III and TRV IV ("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.

8. Prior to the conversion, TRV III directly held 8,220,641 shares of the Series A Preferred on an as converted to common stock basis. TRV IV directly held 1,027,516 shares of the Issuer's Series A Preferred on an as converted to common stock basis. The Reporting Person is a partner of each of Third Rock Ventures GP III, L.P. and Third Rock Ventures GP IV, L.P., which is the general partner of each of TRV III and TRV IV, respectively. The Reporting Person disclaims beneficial ownership over such shares, 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.

9. Prior to the conversion, TRV III directly held 342,505 shares of the Series B Preferred on an as converted to common stock basis. TRV II directly held 1,909,317 shares of the Issuer's Series B Preferred on an as converted to common stock basis. TRV IV directly held 342,505 shares of the Issuer's Series B Preferred on an as converted to common stock basis. The Reporting Person is a partner of each of Third Rock Ventures GP II, L.P., Third Rock Ventures GP III, L.P. and Third Rock Ventures GP IV, L.P. which is the general partner of each of TRV II, TRV III and TRV IV, respectively. The Reporting Person disclaims beneficial ownership over such shares, 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.

10. Prior to the conversion, TRV III directly held 49,879 shares of the Series C Preferred on an as converted to common stock basis. TRV IV directly held 49,879 shares of shares of the Issuer's Series C Preferred on an as converted to common stock basis. The Reporting Person is a partner of each of Third Rock Ventures GP III, L.P. and Third Rock Ventures GP IV, L.P., which is the general partner of each of TRV III and TRV IV, respectively. The Reporting Person disclaims beneficial ownership over such shares, 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.

	/s/ Jack Anders, as Attorney-in-fact for Neil Exter	02/20/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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