Mark J. Foley - 04 Feb 2025 Form 4 Insider Report for Revance Therapeutics, Inc.

Reporting relationship: President & CEO, Director
Issuer ticker: N/A
Reported as of: 04 Feb 2025
Net transaction value: -$4,043,645
SEC form: 4
Accepted by SEC: 06 Feb 2025, 15:59:42 UTC
Prior SEC filing: 05 Feb 2025
Next SEC filing: 28 Feb 2025
Source filing: View source filing
Reporting owner signature: /s/ Dwight Moxie, Attorney-in-Fact

Key filing fact

Mark J. Foley filed Form 4 for Revance Therapeutics, Inc. on 06 Feb 2025.

Key facts

This page summarizes Mark J. Foley's Form 4 filing for Revance Therapeutics, Inc..
5 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 06 Feb 2025, 15:59.

Change

Previous filing in this sequence was filed on 05 Feb 2025.
Current net transaction value: -$4,043,645.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RVNC transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $3,638,813
Shares: -996,935
Change %: -97%
Price: $3.65
Shares after: 27,933
Date: 04 Feb 2025
Ownership: Direct
Footnotes: F1

RVNC transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $404,832
Shares: -110,913
Change %: -100%
Price: $3.65
Shares after: 0
Date: 04 Feb 2025
Ownership: See footnote
Footnotes: F1, F2

RVNC transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -27,933
Change %: -100%
Price
Shares after: 0
Date: 06 Feb 2025
Ownership: Direct
Footnotes: F3

RVNC transaction

Common Stock

Award

Transaction value: $0
Shares: +84,686
Change %
Price: $0.000000
Shares after: 84,686
Date: 06 Feb 2025
Ownership: Direct
Footnotes: F4

RVNC transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -84,686
Change %: -100%
Price
Shares after: 0
Date: 06 Feb 2025
Ownership: Direct
Footnotes: F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Mark J. Foley is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

The reported securities were disposed of pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of December 7, 2024 (as subsequently amended, the "Merger Agreement"), by and among the Issuer, Crown Laboratories, Inc., a Delaware corporation ("Parent"), Reba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub," and together with Parent, the "Buyer Parties"), pursuant to which Merger Sub completed a cash tender offer (the "Offer") for all of the issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"), of the Issuer at a purchase price of $3.65 per share, without interest, and subject to any applicable withholding taxes (the "Per Share Price"). These Issuer Shares were tendered for purchase pursuant to the Offer.

Footnote F2

These shares are held by the Mark and Dana Foley, Trustees, Foley Family Trust U/A DTD 4/10/2002.

Footnote F3

Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") award then outstanding and not vested was canceled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of the Per Share Price and the total number of Shares subject to such unvested RSU award as of immediately prior to the Effective Time (as defined in the Merger Agreement).

Footnote F4

Represents a deemed acquisition of the Shares underlying a portion of the performance-based restricted stock units ("PSUs") granted on January 31, 2023, pursuant to the terms of the Merger Agreement.

Footnote F5

Pursuant to the Merger Agreement, each PSU award then outstanding and not vested was canceled and converted into the right to receive a lump sum cash payment, without interest thereon and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price multiplied by (ii) the number of Shares subject to such PSU award (with the performance metrics deemed achieved as set forth in the Merger Agreement).