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 ^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP

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

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

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

(Last)

(First)

(Middle)

C/O ESSEX WOODLANDS HEALTH VENTURES, 335 BRYANT STREET, THIRD FLOOR

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

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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		2,781,396 ⁽¹⁾	A	⁽²⁾	2,781,396	I	by Essex Woodlands Health Ventures Fund VIII, L.P. ⁽³⁾
Common Stock	02/11/2014		C		596,812 ⁽⁴⁾	A	⁽⁴⁾	3,378,208	I	by Essex Woodlands Health Ventures Fund VIII, L.P. ⁽³⁾
Common Stock	02/11/2014		X		369,124 ⁽⁵⁾	A	⁽⁵⁾	3,747,332	I	by Essex Woodlands Health Ventures Fund VIII, L.P. ⁽³⁾
Common Stock	02/11/2014		C		200,538 ⁽¹⁾	A	⁽²⁾	200,538	I	by Essex Woodlands Health Ventures Fund VIII-A, L.P. ⁽⁶⁾
Common Stock	02/11/2014		C		43,029 ⁽⁷⁾	A	⁽⁷⁾	243,567	I	by Essex Woodlands Health Ventures Fund VIII-A, L.P. ⁽⁶⁾
Common Stock	02/11/2014		X		26,605 ⁽⁵⁾	A	⁽⁵⁾	270,172	I	by Essex Woodlands Health Ventures Fund VIII-A, L.P. ⁽⁶⁾
Common Stock	02/11/2014		C		87,190 ⁽¹⁾	A	⁽²⁾	87,190	I	by Essex Woodlands Health Ventures Fund VIII-B, L.P. ⁽⁸⁾
Common Stock	02/11/2014		C		18,708 ⁽⁹⁾	A	⁽⁹⁾	105,898	I	by Essex Woodlands Health Ventures Fund VIII-B, L.P. ⁽⁸⁾
Common Stock	02/11/2014		X		11,560 ⁽⁵⁾	A	⁽⁵⁾	117,458	I	by Essex Woodlands Health Ventures Fund VIII-B, L.P. ⁽⁸⁾

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-3 Convertible Preferred Stock

⁽²⁾

02/11/2014

575,384

⁽²⁾

Common Stock

575,384

⁽²⁾

by Essex Woodlands Health Ventures Fund VIII, L.P. ⁽³⁾

Series E-4 Convertible Preferred Stock

⁽²⁾

02/11/2014

1,801,888

⁽²⁾

Common Stock

1,801,888

⁽²⁾

by Essex Woodlands Health Ventures Fund VIII, L.P. ⁽³⁾

Series E-5 Convertible Preferred Stock

⁽²⁾

02/11/2014

404,124

⁽²⁾

Common Stock

404,124

⁽²⁾

by Essex Woodlands Health Ventures Fund VIII, L.P. ⁽³⁾

Convertible Promissory Notes

⁽⁴⁾

02/11/2014

596,812 ⁽⁴⁾

⁽⁴⁾

Common Stock

596,812 ⁽⁴⁾

⁽⁴⁾

by Essex Woodlands Health Ventures Fund VIII, L.P. ⁽³⁾

Warrant to Purchase Common Stock

⁽¹⁰⁾

02/11/2014

369,124 ⁽¹¹⁾

⁽¹⁰⁾

Common Stock

369,124 ⁽¹¹⁾

⁽¹⁰⁾

by Essex Woodlands Health Ventures Fund VIII, L.P. ⁽³⁾

Series E-3 Convertible Preferred Stock

⁽²⁾

02/11/2014

41,485

⁽²⁾

Common Stock

41,485

⁽²⁾

by Essex Woodlands Health Ventures Fund VIII-A, L.P. ⁽⁶⁾

Series E-4 Convertible Preferred Stock

⁽²⁾

02/11/2014

129,916

⁽²⁾

Common Stock

129,916

⁽²⁾

by Essex Woodlands Health Ventures Fund VIII-A, L.P. ⁽⁶⁾

Series E-5 Convertible Preferred Stock

⁽²⁾

02/11/2014

29,137

⁽²⁾

Common Stock

29,137

⁽²⁾

by Essex Woodlands Health Ventures Fund VIII-A, L.P. ⁽⁶⁾

Convertible Promissory Notes

⁽⁷⁾

02/11/2014

43,029 ⁽⁷⁾

⁽⁷⁾

Common Stock

43,029 ⁽⁷⁾

⁽⁷⁾

by Essex Woodlands Health Ventures Fund VIII-A, L.P. ⁽⁶⁾

Warrant to Purchase Common Stock

⁽¹⁰⁾

02/11/2014

26,605 ⁽¹¹⁾

⁽¹⁰⁾

Common Stock

26,605 ⁽¹¹⁾

⁽¹⁰⁾

by Essex Woodlands Health Ventures Fund VIII-A, L.P. ⁽⁶⁾

Series E-3 Convertible Preferred Stock

⁽²⁾

02/11/2014

18,037

⁽²⁾

Common Stock

18,037

⁽²⁾

by Essex Woodlands Health Ventures Fund VIII-B, L.P. ⁽⁸⁾

Series E-4 Convertible Preferred Stock

⁽²⁾

02/11/2014

56,485

⁽²⁾

Common Stock

56,485

⁽²⁾

by Essex Woodlands Health Ventures Fund VIII-B, L.P. ⁽⁸⁾

Series E-5 Convertible Preferred Stock

⁽²⁾

02/11/2014

12,668

⁽²⁾

Common Stock

12,668

⁽²⁾

by Essex Woodlands Health Ventures Fund VIII-B, L.P. ⁽⁸⁾

Convertible Promissory Notes

⁽⁹⁾

02/11/2014

18,708 ⁽⁹⁾

⁽⁹⁾

Common Stock

18,708 ⁽⁹⁾

⁽⁹⁾

by Essex Woodlands Health Ventures Fund VIII-B, L.P. ⁽⁸⁾

Warrant to Purchase Common Stock

⁽¹⁰⁾

02/11/2014

11,560 ⁽¹¹⁾

⁽¹⁰⁾

Common Stock

11,560 ⁽¹¹⁾

⁽¹⁰⁾

by Essex Woodlands Health Ventures Fund VIII-B, L.P. ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP C/O ESSEX WOODLANDS HEALTH VENTURES 335 BRYANT STREET, THIRD FLOOR PALO ALTO, CA 94301		X
ESSEX WOODLANDS HEALTH VENTURES FUND VIII-A LP C/O ESSEX WOODLANDS HEALTH VENTURES 335 BRYANT STREET, THIRD FLOOR PALO ALTO, CA 94301		X
ESSEX WOODLANDS HEALTH VENTURES FUND VIII-B LP C/O ESSEX WOODLANDS HEALTH VENTURES 335 BRYANT STREET, THIRD FLOOR PALO ALTO, CA 94301		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-3, E-4 and E-5 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 voting and dispositive decisions with respect to the shares held by Essex Woodlands Health Ventures Fund VIII, L.P. are made by its general partner, Essex Woodland Health Ventures VIII, LLC and one of Issuer's directors, Ronald W Eastman.
(4)	Convertible Promissory Notes in the aggregate principal amount of $8,609,375.00 were issued between October 8, 2013 and January 16, 2014 by the Issuer pursuant to a Note and Warrant Purchase Agreement dated October 8, 2013, as amended. The principal amount of $8,609,375.00 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.
(5)	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.
(6)	The voting and dispositive decisions with respect to the shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. are made by its general partner, Essex Woodland Health Ventures VIII, LLC and one of Issuer's directors, Ronald W Eastman.
(7)	Convertible Promissory Notes in the aggregate principal amount of $620,738.64 were issued between October 8, 2013 and January 16, 2014 by the Issuer pursuant to a Note and Warrant Purchase Agreement dated October 8, 2013, as amended. The principal amount of $620,738.64 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)	The voting and dispositive decisions with respect to the shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P. are made by its general partner, Essex Woodland Health Ventures VIII, LLC and one of Issuer's directors, Ronald W Eastman.
(9)	Convertible Promissory Notes in the aggregate principal amount of $269,886.36 were issued between October 8, 2013 and January 16, 2014 by the Issuer pursuant to a Note and Warrant Purchase Agreement dated October 8, 2013, as amended. The principal amount of $269,886.36 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.
(10)	Automatically net exercised into shares of the Issuer's Common Stock at an exercise price of $0.15 per share.
(11)	Includes certain warrants to purchase capital stock of the Issuer issued between October 8, 2013 and January 16, 2014 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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