Edgar Filing: Revance Therapeutics, Inc.

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Glasheen James Walter

2. Issuer Name and Ticker or Trading Symbol
Revance Therapeutics, Inc. [RVNC]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O TECHNOLOGY PARTNERS, 100 SHORELINE HWY, BLDG B, STE 282

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2014

(Street)

MILL VALLEY, CA 94941

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Common Stock	02/11/2014		C		16,703 ⁽¹⁾	A	⁽²⁾	16,703	I	by Technology Partners Affiliates VII, L.P. ⁽³⁾
Common Stock	02/11/2014		X		149 ⁽⁴⁾	A	⁽⁴⁾	16,852	I	by Technology Partners Affiliates VII, L.P. ⁽³⁾
Common Stock	02/11/2014		C		622,648 ⁽⁵⁾	A	⁽²⁾	622,648	I	by Technology Partners Fund VII, L.P. ⁽⁶⁾
Common Stock	02/11/2014		C		34,427 ⁽⁷⁾	A	⁽⁷⁾	657,075	I	by Technology Partners Fund VII, L.P. ⁽⁶⁾
Common Stock	02/11/2014		X		52,087 ⁽⁴⁾	A	⁽⁴⁾	709,162	I	by Technology Partners Fund VII, L.P. ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series E-1 Convertible Preferred Stock

⁽²⁾

02/11/2014

5,231

⁽²⁾

Common Stock

5,231

⁽²⁾

by Technology Partners Affiliates VII, L.P. ⁽³⁾

Series E-1 Convertible Preferred Stock

⁽²⁾

02/11/2014

81,959

⁽²⁾

Common Stock

81,959

⁽²⁾

by Technology Partners Fund VII, L.P. ⁽⁶⁾

Series E-2 Convertible Preferred Stock

⁽²⁾

02/11/2014

4,125

⁽²⁾

Common Stock

4,125

⁽²⁾

by Technology Partners Affiliates VII, L.P. ⁽³⁾

Series E-2 Convertible Preferred Stock

⁽²⁾

02/11/2014

73,275

⁽²⁾

Common Stock

73,275

⁽²⁾

by Technology Partners Fund VII, L.P. ⁽⁶⁾

Series E-3 Convertible Preferred Stock

⁽²⁾

02/11/2014

4,546

⁽²⁾

Common Stock

4,546

⁽²⁾

by Technology Partners Affiliates VII, L.P. ⁽³⁾

Series E-3 Convertible Preferred Stock

⁽²⁾

02/11/2014

74,665

⁽²⁾

Common Stock

74,665

⁽²⁾

by Technology Partners Fund VII, L.P. ⁽⁶⁾

Series E-4 Convertible Preferred Stock

⁽²⁾

02/11/2014

2,801

⁽²⁾

Common Stock

2,801

⁽²⁾

by Technology Partners Affiliates VII, L.P. ⁽³⁾

Series E-4 Convertible Preferred Stock

⁽²⁾

02/11/2014

303,563

⁽²⁾

Common Stock

303,563

⁽²⁾

by Technology Partners Fund VII, L.P. ⁽⁶⁾

Series E-5 Convertible Preferred Stock

⁽²⁾

02/11/2014

89,186

⁽²⁾

Common Stock

89,186

⁽²⁾

by Technology Partners Fund VII, L.P. ⁽⁶⁾

Convertible Promissory Notes

⁽⁷⁾

02/11/2014

34,427 ⁽⁷⁾

⁽⁷⁾

Common Stock

34,427 ⁽⁷⁾

⁽⁷⁾

by Technology Partners Fund VII, L.P. ⁽⁶⁾

Warrant to Purchase Common Stock

⁽⁸⁾

02/11/2014

149

⁽⁸⁾

Common Stock

149

⁽⁸⁾

by Technology Partners Affiliates VII, L.P. ⁽³⁾

Warrant to Purchase Common Stock

⁽⁸⁾

02/11/2014

52,087 ⁽⁹⁾

⁽⁸⁾

Common Stock

52,087 ⁽⁹⁾

⁽⁸⁾

by Technology Partners Fund VII, L.P. ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Glasheen James Walter C/O TECHNOLOGY PARTNERS 100 SHORELINE HWY, BLDG B, STE 282 MILL VALLEY, CA 94941	X

Signatures

/s/ Gordon Ho, Attorney-in-fact		02/11/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Issued upon conversion of Series E-1, E-2, E-3 and E-4 Preferred Stock upon closing of the Issuer's initial public offering.
(2)	Each share of the Issuer's Series E-1, Series E-2, Series E-3, Series E-4 and Series E-5 Preferred Stock automatically converted into 1 share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering and has no expiration date.
(3)	The shares are held by Technology Partners Affiliates VII, L.P. ("TPA"). TP Management VII, L.L.C., the general partner of TPA, may be deemed to have sole power to vote and sole power to dispose of shares directly owned by TPA. James Glasheen, one of the Issuer's directors, is a managing member of TP Management VII, L.L.C. and may be deemed to have shared voting power and shared power to dispose of the shares held by TPA.
(4)	Issued upon closing of the Issuer's initial public offering pursuant to automatic net exercise of warrants to purchase common stock at an exercise price of $0.15 per share.
(5)	Issued upon conversion of Series E-1, E-2, E-3, E-4 and E-5 Preferred Stock upon closing of the Issuer's initial public offering.
(6)	The shares are held by Technology Partners Fund VII, L.P. ("TPF"). TP Management VII, L.L.C., the general partner of TPF, may be deemed to have sole power to vote and sole power to dispose of shares directly owned by TPF. James Glasheen, one of the Issuer's directors, is a managing member of TP Management VII, L.L.C. and may be deemed to have shared voting power and shared power to dispose of the shares held by TPF.
(7)	Convertible Promissory Note in the aggregate principal amount of $500,000.00 was issued on December 6, 2013 by the Issuer pursuant to a Note and Warrant Purchase Agreement dated October 8, 2013, as amended. The principal amount of $500,000.00 plus interest accrued through October 7, 2014, at the rate of 12% per annum converted automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price that equals to 100% of the per share price of the Common Stock sold in the Issuer's initial public offering.
(8)	Automatically net exercised into shares of the Issuer's Common Stock at an exercise price of $0.15 per share.
(9)	Includes certain warrant to purchase capital stock of the Issuer issued on December 6, 2013 by the Issuer pursuant to a Note and Warrant Purchase Agreement dated October 8, 2013, as amended. The warrant shares were automatically net exercised into Common Stock of the Issuer upon the closing of the Issuer's initial public offering at a per share exercise price of $0.15 per share on a post-split basis.

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