| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Revolution Medicines, Inc. [ RVMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 3,103,049 | I | See footnote(1) | |||||||
| Common Stock | 3,504,313 | I | See footnote(2) | |||||||
| Common Stock | 685,011 | I | See footnote(3) | |||||||
| Common Stock | 685,011 | I | See footnote(4) | |||||||
| Common Stock | 06/17/2020 | A | 7,234 | A | $0 | 7,234(5) | D(6) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $36.57 | 06/17/2020 | A | 25,318 | (7) | 06/16/2030 | Common Stock | 25,318 | $0.00 | 25,318 | D(6) | ||||
| Explanation of Responses: |
| 1. The securities are directly held by The Column Group III, LP, and indirectly held by The Column Group III GP, LP ("TCG III GP"), the general partner of TCG III LP. Peter Svennilson is a managing partner of TCG III GP. As a managing partner of TCG III GP he may be deemed to have voting and investment power with respect to such shares. He disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
| 2. The securities are directly held by The Column Group III-A, LP, and indirectly held by TCG III GP, the general partner of TCG III-A LP. Peter Svennilson is a managing partner of TCG III GP. As a managing partner of TCG III GP he may be deemed to have voting and investment power with respect to such shares. He disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
| 3. The securities are directly held by Ponoi Capital LP ("Ponoi LP"), and indirectly held by Ponoi Management, LLC ("Ponoi LLC"), the general partner of Ponoi LP. Peter Svennilson is a managing partner of Ponoi LLC. As a managing partner of Ponoi LP he may be deemed to have voting and investment power with respect to such shares. He disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
| 4. The securities are directly held by Ponoi Capital II, LP ("Ponoi II LP"), and indirectly held by Ponoi II Management, LLC ("Ponoi II LLC"), the general partner of Ponoi II LP. Peter Svennilson is a managing partner of Ponoi II LLC. As a managing partner of Ponoi II LLC he may be deemed to have voting and investment power with respect to such shares. He disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
| 5. Includes 7,234 Restricted Stock Units. |
| 6. The Reporting Person is a managing partner of TCG III GP which is the general partner of TCG III LP and TCG III-A LP, and is a managing partner of Ponoi LLC and Ponoi II LLC which are the general partners of Ponoi LP and Ponoi II LP, respectively. Under the partnership agreements of TCG III, TCG III-A, Ponoi and Ponoi II (collectively, the "Funds"), the Reporting Person is deemed to hold the Restricted Stock Units and option for the economic benefit of the Funds. The Funds and their respective general partners may be deemed indirect beneficial owners of the Restricted Stock Units and option and the Reporting Person may be deemed the indirect beneficial owner of the Restricted Stock Units and option through his indirect interest in the Funds. The Reporting Person disclaims beneficial ownership of the Restricted Stock Units and option except to the extent of his pecuniary interest therein. |
| 7. One thirty-sixth (1/36th) of the shares subject to the option will vest on each monthly anniversary measured from June 17, 2020 (the "Vesting Commencement Date"), so that 100% of the shares subject to the option will be fully vested and exercisable as of the third anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date. |
| /s/ Jack Anders, as Attorney-in-fact for Peter Svennilson | 06/19/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of (i) the Chief Executive
Officer of Revolution Medicines, Inc., a Delaware corporation (the “Company”), who is currently Mark A. Goldsmith, (ii) the
Company’s General Counsel, who is currently Margaret Horn, (iii) the Company’s Principal Financial Officer, who is currently Jack Anders and (iv) the Company’s Principal Accounting Officer, who is currently Jack Anders and their respective
successors, signing singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:
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execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4 and 5 (including amendments
thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR;
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do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 or Form ID and
timely file such forms (including amendments thereto) and application with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
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| (3) |
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
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The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or
in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including
amendments thereto) or Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the
purposes outlined in the first paragraph hereof ("Prior Powers of Attorney"), and the authority of the attorneys-in-fact named
in any Prior Powers of Attorney is hereby revoked.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file
Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a
new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th
day of June, 2020.
/s/ Peter Svennilson
Peter Svennilson
Peter Svennilson