SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Kennedy David L

(Last) (First) (Middle)
237 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2006
3. Issuer Name and Ticker or Trading Symbol
REVLON INC /DE/ [ REV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO and Exec. Vice President
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 222,477 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) (1) 03/07/2012 Class A Common Stock 135,000 2.55 D
Employee Stock Options (Right to Buy) (2) 04/14/2011 Class A Common Stock 1,493,000 3.03 D
Employee Stock Options (Right to Buy) (3) 04/22/2013 Class A Common Stock 50,000 3.06 D
Employee Stock Options (Right to Buy) (4) 06/21/2012 Class A Common Stock 150,000 4.96 D
Explanation of Responses:
1. These options vest in four equal annual installments beginning on March 7, 2006.
2. 746,500 of these options were vested as of December 31, 2005. The remaining 746,500 options vest in equal installments on December 31, 2006 and 2007.
3. 25,000 of these options were vested as of April 22, 2005. The remaining 25,000 options vest in equal installments on April 22, 2006 and 2007.
4. 112,500 of these options were vested as of June 21, 2005. The remaining 37,500 options vest on June 21, 2006.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Robert K. Kretzman for David L. Kennedy pursuant to a Power of Attorney granted on March 2, 2006 03/03/2006
** 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 5 (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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                                                                      Exhibit 24
                                                                      ----------

                                POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman and Michael T. Sheehan signing singly, the
undersigned's true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as a officer of Revlon, Inc. (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities and Exchange Act of 1934 and the
rules thereunder, and any other forms or reports the undersigned may be required
to file in connection with the undersigned's ownership, acquisition, or
disposition of securities of the Company;

     (2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Forms 3, 4
or 5, or other form or report, and timely file such form or report with the
United States Securities and Exchange Commission and any stock exchange or
similar authority; and

     (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of March, 2006.


                             /s/     DAVID L. KENNEDY
                             ------------------------------
                                     SIGNATURE


                                     DAVID L. KENNEDY
                             ------------------------------
                                      NAME