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) 02/24/2021 | ||||||||||||||||||||||||||
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 | 02/24/2021 | J(1) | 0(1) | D | (1) | 0(1) | I | See footnote(2) | ||
Common Stock | 0(3) | I | See footnote(2)(3) | |||||||
Common Stock | 19,998 | D(4) | ||||||||
Common Stock | 19,998 | I | See footnote(5) |
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 |
Explanation of Responses: |
1. On February 24, 2020, Third Rock Ventures III, L.P. ("TRV III") distributed for no consideration 1,500,000 shares of Common Stock of the Issuer (the "Shares") to its limited partners and to Third Rock Ventures GP III, L.P. ("TRV GP III"), the general partner of TRV III, representing each such partner's pro rata interest in such Shares. On the same date, TRV GP III distributed, for no consideration, the Shares it received in the distribution by TRV III to its partners, representing each such partner's pro rata interest in such Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. After such distribution, TRV III directly held 5,524,031 shares of Common Stock of the Issuer. |
2. The Reporting Person is a partner of each of Third Rock Ventures GP II, L.P., TRV GP III and Third Rock Ventures GP IV, L.P. which is the general partner of each of Third Rock Ventures II, L.P. ("TRV II"), TRV III and Third Rock Ventures IV, L.P. ("TRV IV" and collectively with TRV II and TRV III, "the Funds"), respectively. The Reporting Person disclaims beneficial ownership over the shares held by the Funds, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares. |
3. TRV II directly holds 1,909,317 shares of Common Stock of the Issuer and TRV IV directly holds 1,419,900 shares of Common Stock of the Issuer. |
4. The shares are directly held by the Reporting Person. Includes Shares received in the distributions described in footnote (1) above. |
5. The shares are directly held in certain estate-planning trusts over which the Reporting Person may have voting and dispositive power. The Reporting Person disclaims beneficial ownership over the shares held by such trusts except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares. Includes Shares received in the distributions described in footnote (1) above. |
Remarks: |
/s/ Neil Exter | 02/26/2021 | |
** 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. |