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^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP

(Last)

(First)

(Middle)

C/O ESSEX WOODLANDS HEALTH VENTURES

335 BRYANT STREET, THIRD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

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)

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

4. If Amendment, Date of 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

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⁾

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)
Series E-3 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			575,384	⁽²⁾	⁽²⁾	Common Stock	575,384	⁽²⁾	0	I	by Essex Woodlands Health Ventures Fund VIII, L.P.⁽³⁾
Series E-4 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			1,801,888	⁽²⁾	⁽²⁾	Common Stock	1,801,888	⁽²⁾	0	I	by Essex Woodlands Health Ventures Fund VIII, L.P.⁽³⁾
Series E-5 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			404,124	⁽²⁾	⁽²⁾	Common Stock	404,124	⁽²⁾	0	I	by Essex Woodlands Health Ventures Fund VIII, L.P.⁽³⁾
Convertible Promissory Notes	⁽⁴⁾	02/11/2014		C			596,812⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	596,812⁽⁴⁾	⁽⁴⁾	0	I	by Essex Woodlands Health Ventures Fund VIII, L.P.⁽³⁾
Warrant to Purchase Common Stock	⁽¹⁰⁾	02/11/2014		X			369,124⁽¹¹⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	369,124⁽¹¹⁾	⁽¹⁰⁾	0	I	by Essex Woodlands Health Ventures Fund VIII, L.P.⁽³⁾
Series E-3 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			41,485	⁽²⁾	⁽²⁾	Common Stock	41,485	⁽²⁾	0	I	by Essex Woodlands Health Ventures Fund VIII-A, L.P.⁽⁶⁾
Series E-4 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			129,916	⁽²⁾	⁽²⁾	Common Stock	129,916	⁽²⁾	0	I	by Essex Woodlands Health Ventures Fund VIII-A, L.P.⁽⁶⁾
Series E-5 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			29,137	⁽²⁾	⁽²⁾	Common Stock	29,137	⁽²⁾	0	I	by Essex Woodlands Health Ventures Fund VIII-A, L.P.⁽⁶⁾
Convertible Promissory Notes	⁽⁷⁾	02/11/2014		C			43,029⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	43,029⁽⁷⁾	⁽⁷⁾	0	I	by Essex Woodlands Health Ventures Fund VIII-A, L.P.⁽⁶⁾
Warrant to Purchase Common Stock	⁽¹⁰⁾	02/11/2014		X			26,605⁽¹¹⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	26,605⁽¹¹⁾	⁽¹⁰⁾	0	I	by Essex Woodlands Health Ventures Fund VIII-A, L.P.⁽⁶⁾
Series E-3 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			18,037	⁽²⁾	⁽²⁾	Common Stock	18,037	⁽²⁾	0	I	by Essex Woodlands Health Ventures Fund VIII-B, L.P.⁽⁸⁾
Series E-4 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			56,485	⁽²⁾	⁽²⁾	Common Stock	56,485	⁽²⁾	0	I	by Essex Woodlands Health Ventures Fund VIII-B, L.P.⁽⁸⁾
Series E-5 Convertible Preferred Stock	⁽²⁾	02/11/2014		C			12,668	⁽²⁾	⁽²⁾	Common Stock	12,668	⁽²⁾	0	I	by Essex Woodlands Health Ventures Fund VIII-B, L.P.⁽⁸⁾
Convertible Promissory Notes	⁽⁹⁾	02/11/2014		C			18,708⁽⁹⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	18,708⁽⁹⁾	⁽⁹⁾	0	I	by Essex Woodlands Health Ventures Fund VIII-B, L.P.⁽⁸⁾
Warrant to Purchase Common Stock	⁽¹⁰⁾	02/11/2014		X			11,560⁽¹¹⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	11,560⁽¹¹⁾	⁽¹⁰⁾	0	I	by Essex Woodlands Health Ventures Fund VIII-B, L.P.⁽⁸⁾

1. Name and Address of Reporting Person^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP

(Last)

(First)

(Middle)

C/O ESSEX WOODLANDS HEALTH VENTURES

335 BRYANT STREET, THIRD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII-A LP

(Last)

(First)

(Middle)

C/O ESSEX WOODLANDS HEALTH VENTURES

335 BRYANT STREET, THIRD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII-B LP

(Last)

(First)

(Middle)

C/O ESSEX WOODLANDS HEALTH VENTURES

335 BRYANT STREET, THIRD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

Remarks:

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