Michael Karanikolas Form 4 Revolve / Michael Karanikolas 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^*

Karanikolas Michael

(Last) (First) (Middle)

16800 EDWARDS ROAD

(Street)

CERRITOS CA 90703

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Revolve Group, Inc. [ RVLV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2019

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	06/11/2019		C		1,352,942	A	(1)	1,352,942	I	By MMMK Development, Inc.(3)
Class A Common Stock	06/11/2019		S		1,352,942	D	$18	0	I	By MMMK Development, Inc.(3)

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
Class A Units	(2)	06/06/2019		J(2)			39,857,706	(2)	(2)	Class B Common Stock	39,857,706	$0.00	0	I	By MMMK Development, Inc.(3)
Class B Common Stock	(2)	06/06/2019		J(2)		39,857,706		(2)	(2)	Class A Common Stock	39,857,706	$0.00	39,857,706	I	By MMMK Development, Inc.(3)
Class B Common Stock	(1)	06/11/2019		C			1,352,942	(1)	(1)	Class A Common Stock	1,352,942	$0.00	38,504,764	I	By MMMK Development, Inc.(3)

Explanation of Responses:

1. The Class B Common Stock has no expiration date or conversion price and converted into shares of the Issuer's Class A Common Stock, at the holder's election, upon the closing of the Issuer's initial public offering on a 1-for-1 basis.

2. Pursuant to a reclassification exempt under Rule 16b-7, each Class A Unit converted into one share of Class B Common Stock upon the filing of the Certificate of Conversion with the Delaware Secretary of State on June 6, 2019. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1-for-1 basis and has no expiration date.

3. The Reporting Person is a director and shareholder of MMMK Development, Inc. and has voting and dispositive power over the shares held by MMMK Development, Inc.

Remarks:

Co-Chief Executive Officer and Director

	/s/ Jodi Lumsdaine Chapin, Attorney-in-fact	06/11/2019
	** 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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