Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Timmermans Jesse

(Last)

(First)

(Middle)

12889 MOORE STREET

(Street)

CERRITOS

90703

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Revolve Group, Inc. [ RVLV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/06/2024		M⁽¹⁾		91,625	A	$0	94,679	D
Class A Common Stock	11/06/2024		S⁽²⁾		91,625	D	$30.72	3,054	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$7.67	11/06/2024		M			3,706	⁽³⁾	03/10/2027	Class B Common Stock⁽⁴⁾	3,706	$0	0	D
Class B Common Stock	⁽⁴⁾	11/06/2024		M		3,706		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,706	$0	3,706	D
Class B Common Stock	⁽⁴⁾	11/06/2024		C			3,706	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,706	$0	0	D
Stock Option (right to buy)	$8.54	11/06/2024		M			47,637	⁽³⁾	03/10/2027	Class B Common Stock⁽⁴⁾	47,637	$0	0	D
Class B Common Stock	⁽⁴⁾	11/06/2024		M		47,637		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	47,637	$0	47,637	D
Class B Common Stock	⁽⁴⁾	11/06/2024		C			47,637	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	47,637	$0	0	D
Stock Option (right to buy)	$10.32	11/06/2024		M			28,500	⁽⁵⁾	04/13/2030	Class A Common Stock	28,500	$0	9,500	D
Stock Option (right to buy)	$13.05	11/06/2024		M			11,782	⁽⁶⁾	09/15/2033	Class A Common Stock	11,782	$0	47,128	D

Explanation of Responses:

1. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the reporting person.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2024.

3. The option vested and became exercisable on March 10, 2022.

4. Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis and has no expiration date.

5. The stock option vests over five years, with 1/5th of the total shares vesting and becoming exercisable annually beginning on April 13, 2021 such that the option is fully vested and exercisable on April 13, 2025, in each case subject to the Reporting Person's continued service to the Issuer or any parent or subsidiary of the Issuer through each such date.

6. The stock option vests over five years, with 1/5th of the total shares vesting and becoming exercisable annually beginning on September 15, 2024 such that the option is fully vested and exercisable on September 15, 2028, in each case subject to the Reporting Person's continued service to the Issuer or any parent or subsidiary of the Issuer through each such date.

	/s/ Jodi Lumsdaine Chapin, attorney-in-fact	11/08/2024
	** 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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