Revelstone Capital Acquisition Corp - Ordinary Shares (RCAC) Form 4 Revelstone Capital Acquisition / Morgan Callagy 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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X

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^*

Callagy Morgan

(Last) (First) (Middle)

C/O REVELSTONE CAPITAL ACQUISITION CORP.

14350 MYFORD ROAD

(Street)

IRVINE CA 92606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Revelstone Capital Acquisition Corp. [ RCAC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Co-CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2023

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, par value $0.0001 per share	07/27/2023	07/27/2023	C		550,361	A	$0.00	550,358	D(1)
Class A Common Stock, par value $0.0001 per share	07/27/2023	07/27/2023	C		495,000	A	$0.00	495,000(3)	I(1)(3)	See footnote(3)
Class A Common Stock, par value $0.0001 per share	07/27/2023	07/27/2023	J(4)		54,874	D	$0.00	495,486	D
Class A Common Stock, par value $0.0001 per share	07/27/2023	07/27/2023	J(4)		54,873	D	$0.00	440,127(3)	I(3)	See footnote(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 B Common Stock, par value $0.0001 per share	(1)	07/27/2023		C			550,358	(1)	(1)	Class A Common Stock	550,358	$0.00	3(2)	D(2)
Class B Common Stock, par value $0.0001 per share	(1)	07/27/2023		C			495,000	(1)	(1)	Class A Common Stock	495,000	$0.00	0	I(3)	See footnote(3)

Explanation of Responses:

1. Each share of Class B Common Stock, par value $0.0001 per share, was converted into one share of Class A Common Stock, par value $0.0001 per share, of the issuer for no consideration

2. As described in the issuer's registration statement on Form S-1 (File No. 333-261352) under the heading "Description of Securities," the shares of Class B common stock of the issuer will automatically convert into shares of Class A common stock of the issuer at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.

3. La Jolla Group, Inc., is the record holder of the securities reported herein, of which the reporting person is a director. As a director of La Jolla Group, Inc., Mr. Callagy has voting and dispositive power over the securities held directly by La Jolla Group, Inc., and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

4. After the conversion of shares of Class B Common Stock to shares of Class A Common Stock, these shares were transferred from the reporting person pursuant to a Stock Transfer Agreement dated July 27, 2023 for no consideration.

	/s/ Morgan Callagy	01/04/2024
	** Signature of Reporting Person	Date
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