Revolve Group Inc.

22/11/2024 | Press release | Distributed by Public on 23/11/2024 00:52

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Mente Michael
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)
CO-CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
12889 MOORE STREET 		3. Date of Earliest Transaction (Month/Day/Year)
11/20/2024
(Street)
CERRITOS, CA 90703 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/20/2024 C 73,783 A $ 0 (1) 73,783 I By MMMK Development, Inc.(2)
Class A Common Stock 11/20/2024 S(3) 60,327 D $33.33(4) 13,456 I By MMMK Development, Inc.(2)
Class A Common Stock 11/20/2024 S(3) 13,456 D $33.76(5) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 11/21/2024 C 88,053 A $ 0 (1) 88,053 I By MMMK Development, Inc.(2)
Class A Common Stock 11/21/2024 S(3) 62,032 D $34.70(6) 26,021 I By MMMK Development, Inc.(2)
Class A Common Stock 11/21/2024 S(3) 26,021 D $35.03(7) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 11/22/2024 C 71,463 A $ 0 (1) 71,463 I By MMMK Development, Inc.(2)
Class A Common Stock 11/22/2024 S(3) 69,930 D $35.19(8) 1,533 I By MMMK Development, Inc.(2)
Class A Common Stock 11/22/2024 S(3) 1,533 D $35.72(9) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 73,000 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 (1) 11/20/2024 C 73,783 (1) (1) Class A Common Stock 73,783 $ 0 32,105,956 I By MMMK Development, Inc.(2)
Class B Common Stock (1) 11/21/2024 C 88,053 (1) (1) Class A Common Stock 88,053 $ 0 32,017,903 I By MMMK Development, Inc.(2)
Class B Common Stock (1) 11/22/2024 C 71,463 (1) (1) Class A Common Stock 71,463 $ 0 31,946,440 I By MMMK Development, Inc.(2)
Class B Common Stock (1) (1) (1) Class A Common Stock 35,331 35,331 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mente Michael
12889 MOORE STREET
CERRITOS, CA 90703 		X X CO-CHIEF EXECUTIVE OFFICER

Signatures

/s/ Jodi Lumsdaine Chapin, attorney-in-fact 11/22/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares of Class B common stock are convertible into an equal number of shares of Class A common stock at any time, at the election of the holder, and have no expiration date. On the dates indicated above, the reporting person sold the number of shares of Class B common stock indicated above, resulting in the automatic conversion of such shares into an equal number of shares of Class A common stock.
(2) The reporting person is a stockholder of MMMK Development, Inc. and has shared voting and dispositive power over the shares held by MMMK Development, Inc.
(3) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by MMMK Development, Inc. on December 11, 2023.
(4) The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $32.65 to $33.64, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. 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 herein.
(5) The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $33.65 to $33.86, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. 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 herein.
(6) The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $33.94 to $34.935, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. 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 herein.
(7) The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $34.94 to $35.26, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. 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 herein.
(8) The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $34.665 to $35.655, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. 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 herein.
(9) The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $35.67 to $35.81, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. 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 herein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.