SEC FORM 4 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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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*
GOLDSMITH MARK A

(Last) (First) (Middle)
C/O REVOLUTION MEDICINES, INC.
700 SAGINAW DRIVE

(Street)
REDWOOD CITY CA 94063

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Revolution Medicines, Inc. [ RVMD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2023
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
Common Stock 02/22/2023 M 45,000 A $0.49 251,872(1) D
Common Stock 40,424 I Trust(2)(3)(4)(5)
Common Stock 40,424 I Trust(6)(7)(8)(9)
Common Stock 327,547 I Trust(10)(11)(12)(13)
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
Stock Option (Right to Buy) $0.49 02/22/2023 M 45,000 12/01/2020 03/20/2027 Common Stock 45,000 $0 102,446 D
Explanation of Responses:
1. Includes 111,500 restricted stock units.
2. Held by Jonathan Henry Goldsmith Trust under the Goldsmith Children's 2011 Irrevocable Education Trust, dated December 15, 2011.
3. On August 18, 2022, Third Rock Ventures GP III, L.P. distributed 429 shares to the Jonathan Henry Goldsmith Trust under the Goldsmith Children's 2011 Irrevocable Education Trust, dated December 15, 2011 through an in-kind, pro rata distribution without value. This distribution was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9.
4. On December 7, 2022, Third Rock Ventures GP III, L.P. distributed 1,827 shares to the Jonathan Henry Goldsmith Trust under the Goldsmith Children's 2011 Irrevocable Education Trust, dated December 15, 2011 through an in-kind, pro rata distribution without value. This distribution was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9.
5. On January 27, 2023, Third Rock Ventures GP III, L.P. distributed 1,136 shares to the Jonathan Henry Goldsmith Trust under the Goldsmith Children's 2011 Irrevocable Education Trust, dated December 15, 2011 through an in-kind, pro rata distribution without value. This distribution was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9.
6. Held by Rebecca Eve Goldsmith Trust under the Goldsmith Children's 2011 Irrevocable Education Trust, dated December 15, 2011.
7. On August 18, 2022, Third Rock Ventures GP III, L.P. distributed 429 shares to the Rebecca Eve Goldsmith Trust under the Goldsmith Children's 2011 Irrevocable Education Trust, dated December 15, 2011 through an in-kind, pro rata distribution without value. This distribution was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9.
8. On December 7, 2022, Third Rock Ventures GP III, L.P. distributed 1,827 shares to the Rebecca Eve Goldsmith Trust under the Goldsmith Children's 2011 Irrevocable Education Trust, dated December 15, 2011 through an in-kind, pro rata distribution without value. This distribution was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9.
9. On January 27, 2023, Third Rock Ventures GP III, L.P. distributed 1,136 shares to the Rebecca Eve Goldsmith Trust under the Goldsmith Children's 2011 Irrevocable Education Trust, dated December 15, 2011 through an in-kind, pro rata distribution without value. This distribution was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9.
10. Held by Mark A. Goldsmith and Anne E. Midler 2002 Revocable Living Trust.
11. On August 18, 2022, Third Rock Ventures GP III, L.P. distributed 7,731 shares to the Mark A. Goldsmith and Anne E. Midler 2002 Revocable Living Trust through an in-kind, pro rata distribution without value. This distribution was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9.
12. On December 7, 2022, Third Rock Ventures GP III, L.P. distributed 32,876 shares to the Mark A. Goldsmith and Anne E. Midler 2002 Revocable Living Trust through an in-kind, pro rata distribution without value. This distribution was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9.
13. On January 27, 2023, Third Rock Ventures GP III, L.P. distributed 20,434 shares to the Mark A. Goldsmith and Anne E. Midler 2002 Revocable Living Trust through an in-kind, pro rata distribution without value. This distribution was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9.
Remarks:
President and Chief Executive Officer
/s/ Jack Anders, as attorney-in fact for Mark A. Goldsmith 02/23/2023
** 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).
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