SEC FORM 4

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).

1. Name and Address of Reporting Person^*

PERELMAN RONALD O

(Last)

(First)

(Middle)

35 EAST 62ND STREET

(Street)

NEW YORK

10065

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2019

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	03/20/2019		P		56,679	A	$17.8699⁽¹⁾	45,405,000	I	See footnote 7
Class A Common Stock	03/20/2019		P		47,979	A	$19.0321⁽²⁾	45,452,979	I	See footnote 7
Class A Common Stock	03/20/2019		P		71,815	A	$19.7675⁽³⁾	45,524,794	I	See footnote 7
Class A Common Stock	03/20/2019		P		63,527	A	$20.6983⁽⁴⁾	45,588,321	I	See footnote 7
Class A Common Stock	03/21/2019		P		42,329	A	$20.6708⁽⁵⁾	45,630,650	I	See footnote 7
Class A Common Stock	03/21/2019		P		72,671	A	$21.0608⁽⁶⁾	45,703,321⁽⁷⁾	I	See footnote 7

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)

Explanation of Responses:

1. The reported transactions were executed in multiple trades. The purchase price of $17.8699 reported in Column 4 is the weighted average purchase price for the 56,679 shares acquired by the Reporting Person within a range of $17.42 to $18.40 per share. The Reporting Person hereby undertakes to provide to the Staff of the SEC, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares acquired at each separate price within the price range noted above.

2. The reported transactions were executed in multiple trades. The purchase price of $19.0321 reported in Column 4 is the weighted average purchase price for the 47,979 shares acquired by the Reporting Person within a range of $18.42 to $19.41 per share. The Reporting Person hereby undertakes to provide to the Staff of the SEC, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares acquired at each separate price within the price range noted above.

3. The reported transactions were executed in multiple trades. The purchase price of $19.7675 reported in Column 4 is the weighted average purchase price for the 71,815 shares acquired by the Reporting Person within a range of $19.42 to $20.40 per share. The Reporting Person hereby undertakes to provide to the Staff of the SEC, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares acquired at each separate price within the price range noted above.

4. The reported transactions were executed in multiple trades. The purchase price of $20.6983 reported in Column 4 is the weighted average purchase price for the 63,527 shares acquired by the Reporting Person within a range of $20.41 to $21.00 per share. The Reporting Person hereby undertakes to provide to the Staff of the SEC, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares acquired at each separate price within the price range noted above.

5. The reported transactions were executed in multiple trades. The purchase price of $20.6708 reported in Column 4 is the weighted average purchase price for the 42,329 shares acquired by the Reporting Person within a range of $19.94 to $20.93 per share. The Reporting Person hereby undertakes to provide to the Staff of the SEC, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares acquired at each separate price within the price range noted above.

6. The reported transactions were executed in multiple trades. The purchase price of $21.0608 reported in Column 4 is the weighted average purchase price for the 72,671 shares acquired by the Reporting Person within a range of $20.94 to $21.27 per share. The Reporting Person hereby undertakes to provide to the Staff of the SEC, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares acquired at each separate price within the price range noted above.

7. Of the 45,703,321 shares of Class A Common Stock reported herein, (i) 41,156,969 shares of Class A Common Stock are owned by MacAndrews & Forbes Incorporated ("M&F") or its wholly-owned subsidiaries; and (ii) 4,546,352 shares of Class A Common Stock are owned by Perelman Trust Company, LLC, over which M&F exercises voting control. The ROP Revocable Trust dated 1/9/2018, of which Ronald O. Perelman is the sole trustee and beneficiary, is the sole stockholder of M&F.

Remarks:

	/s/ Ronald O. Perelman	03/21/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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