SC 13G





Washington, D.C. 20549




Under the Securities Exchange Act of 1934



Revolution Medicines, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)


(CUSIP Number)

February 13, 2020

(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)



The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP No. 359616109



  Names of Reporting Persons




  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐



  SEC Use Only



  Citizenship or Place of Organization


   The Republic of France

Number of



Owned by






  Sole Voting Power




  Shared Voting Power


  0 share


  Sole Dispositive Power




  Shared Dispositive Power


  0 share


  Aggregate Amount Beneficially Owned by Each Reporting Person




  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)




  Percent of Class Represented by Amount in Row (9)




  Type of Reporting Person (See Instructions)





Item 1.
   (a)    Name of Issuer
Revolution Medicines, Inc.
   (b)    Address of Issuer’s Principal Executive Offices
700 Saginaw Drive Redwood City, CA 94063
Item 2.
   (a)    Name of Person Filing
   (b)    Address of Principal Business Office or, if none, Residence
54 Rue La Boétie, 75008 Paris (France)
   (c)    Citizenship
The Republic of France
   (d)    Title of Class of Securities
Common Stock, $0.0001 par value
   (e)    CUSIP Number
Item 3.    If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   (a)       Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
   (b)       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
   (c)       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
   (d)       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
   (e)       An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
   (f)       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
   (g)       A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
   (h)       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
   (i)       A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
   (j)       A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________



Item 4.



Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Amount beneficially owned:



Percent of class:


   (c)    Number of shares as to which the person has:

Sole power to vote or to direct the vote



Shared power to vote or to direct the vote

0 share


Sole power to dispose or to direct the disposition of



Shared power to dispose or to direct the disposition of

0 share


Item 5.    Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☒.


On February 8, 2021, the Issuer completed an offering of 6,666,666 newly-issued shares of its common stock. As a result, the reporting person is no longer a 5% beneficial owner of Common Stock of the Issuer.

Item 6.    Ownership of More than Five Percent on Behalf of Another Person

Sanofi Research Invest, LLC                3,363,050 shares                4.6%


*The Common Stock is held of record by Sanofi Research Invest, LLC, the reporting person’s majority-owned indirect subsidiary.

Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8.    Identification and Classification of Members of the Group
Not applicable.



Item 9.    Notice of Dissolution of Group
Not applicable.
Item 10.    Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.




After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


February 11, 2021


/s/ Alexandra Roger*


Alexandra Roger

Head of Securities Law and Capital Markets




Alexandra Roger is signing on behalf of Sanofi by power of attorney previously filed with the Securities and Exchange Commission on February 3, 2016 as Exhibit 24 to Form 4, and hereby incorporated by reference herein.