REV Revlon Inc New

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * PERELMAN RONALD O	2. Issuer Name and Ticker or Trading Symbol REVLON INC /DE/ [ REV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 35 EAST 62ND STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 12/22/2020
(Street) NEW YORK, NY 10065 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/22/2020		J(1)		5206933	A	(1)	46223321 (2)	I	Owned through RCH Holdings Five Inc. (1)
Class A Common Stock	12/22/2020		J(1)		5206933	D	(1)	46223321 (2)	I	Owned through wholly owned corporations

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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

Explanation of Responses:
(1)	The shares were transferred to a holding company in which The ROP Revocable Trust dated 1/9/2018 and The Ronald O. Perelman 2020 Trust each own 50% of the shares called RCH Holdings Five Inc., in exchange for cash consideration of $7,640,068 and notes with aggregate principal amount of $43,293,717 payable to subsidiaries of MacAndrews & Forbes Incorporated ("M&F"). Mr. Perelman is the sole trustee of The Revocable Trust dated 1/9/2018 and is the settlor of The Ronald O. Perelman 2020 Trust. The transaction was effectuated to implement certain estate planning matters for Mr. Perelman.
(2)	Of the 46,223,321 shares of Class A Common Stock reported herein, (i) 36,470,036 shares of Class A Common Stock are owned by M&F or its wholly-owned subsidiaries; (ii) 4,546,352 shares of Class A Common Stock are owned by Perelman Trust Company, LLC, over which M&F exercises voting control; and (iii) 5,206,933 shares of Class A Common Stock are owned by RCH Holdings Five Inc.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PERELMAN RONALD O 35 EAST 62ND STREET NEW YORK, NY 10065	X	X

Signatures
/s/ Ronald O. Perelman		12/23/2020
**Signature of Reporting Person		Date