---

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of May 8, 2017.

---

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of May 8, 2017.

 

 

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of May 8, 2017.

---

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of May 8, 2017.

---

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of May 8, 2017.

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	RCH Holdings One Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares of Class A Common Stock
		8	SHARED VOTING POWER
			41,619,640 shares of Class A Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Class A Common Stock
		10	SHARED DISPOSITIVE POWER
			41,604,382 shares of Class A Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,619,640 shares of Class A Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	79.1% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	SGMS Acquisition Two LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares of Class A Common Stock
		8	SHARED VOTING POWER
			41,619,640 shares of Class A Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Class A Common Stock
		10	SHARED DISPOSITIVE POWER
			41,604,382 shares of Class A Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,619,640 shares of Class A Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	79.1% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	DBX Holdings One LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares of Class A Common Stock
		8	SHARED VOTING POWER
			41,619,640 shares of Class A Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Class A Common Stock
		10	SHARED DISPOSITIVE POWER
			41,604,382 shares of Class A Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,619,640 shares of Class A Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	79.1% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	NDX Holdings One LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares of Class A Common Stock
		8	SHARED VOTING POWER
			41,619,640 shares of Class A Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Class A Common Stock
		10	SHARED DISPOSITIVE POWER
			41,604,382 shares of Class A Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,619,640 shares of Class A Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	79.1% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

 

 

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of May 8, 2017.

---

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of May 8, 2017.

---

---

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of May 8, 2017.

 

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of May 8, 2017.

 

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of May 8, 2017.

 

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of May 8, 2017.

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This Amendment No. 4 to Schedule 13D ("Amendment No. 4"), which amends and supplements the statement on Schedule 13D, dated October 8, 2009, as amended and supplemented by Amendment No. 1 thereto dated October 8, 2013, Amendment No. 2 thereto dated January 14, 2016, and Amendment No. 3 thereto dated August 17, 2016 (as amended, the "Schedule 13D"), is being filed with the Securities and Exchange Commission by Mr. Ronald O. Perelman, MacAndrews & Forbes Incorporated, a Delaware corporation ("MacAndrews & Forbes"), REV Holdings LLC, a Delaware limited liability company, Mafco Four LLC, a Delaware limited liability company, MFV Holdings One LLC, a Delaware limited liability company, RCH Holdings One Inc., a Delaware corporation, SGMS Acquisition Two LLC, a Delaware limited liability company, DBX Holdings One LLC, a Delaware limited liability company, NDX Holdings One LLC, a Delaware limited liability company, MacAndrews & Forbes Group, LLC, a Delaware limited liability company, SGMS Acquisition III LLC, a Delaware limited liability company, Perelman Trust Company, LLC, a Delaware limited liability company, RLX Holdings One LLC, a Delaware limited liability company, RLX Holdings Two LLC, a Delaware limited liability company, RLX Holdings Three LLC, a Delaware limited liability company and RLX Holdings Four LLC, a Delaware limited liability company (each of the foregoing, a "Reporting Person," and collectively, the "MacAndrews & Forbes Reporting Persons") relating to the shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of Revlon, Inc., a Delaware corporation (the "Company").

 

Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D unless otherwise defined herein.

 

Item 2.  Identity and Background

 

Schedule A of the Schedule 13D is hereby amended with the information attached as Schedule A hereto which (i) amends and restates the information provided with respect to MacAndrews & Forbes and (ii) provides information regarding the identity and background of SGMS Acquisition III LLC.

 

Item 3.  Source and Amount of Funds or Other Consideration

 

The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented with the following information:

 

As described in more detail in Item 5(c) of this Schedule 13D, on May 8, 2017 and May 9, 2017, the MacAndrews & Forbes Reporting Persons effected open market purchases of 950,000 shares of Class A Common Stock for an aggregate purchase price of approximately $19,384,185, using cash on hand.

 

Item 5.  Interest in Securities of the Issuer

 

Paragraphs (a)-(c) of Item 5 of the Schedule 13D are hereby amended and restated as follows:

 

(a)-(b) MacAndrews & Forbes, the sole stockholder of which is Ronald O. Perelman, directly or indirectly owns all the stock or membership interests, as applicable, of REV Holdings LLC, Mafco Four LLC, MFV Holdings One LLC, RCH Holdings One Inc., SGMS Acquisition Two LLC, DBX Holdings One LLC, NDX Holdings One LLC, MacAndrews & Forbes Group, LLC, SGMS Acquisition III LLC, RLX Holdings One LLC, RLX Holdings Two LLC, RLX Holdings Three LLC and RLX Holdings Four LLC, and all the voting interests of Perelman Trust Company, LLC.

 

Of the 41,619,640 shares of Class A Common Stock reported herein, (i) 37,058,030 shares of Class A Common Stock are owned by MacAndrews & Forbes or its wholly-owned subsidiaries; (ii) 4,546,352 shares of Class A Common Stock are owned by Perelman Trust Company, LLC, and (iii) 15,258 shares of Class A Common Stock are beneficially owned by Mr. Raymond G. Perelman.  MacAndrews & Forbes may also be deemed to beneficially own the 15,258 shares of Class A Common Stock beneficially owned by Mr. Raymond G. Perelman because MacAndrews & Forbes holds an irrevocable voting proxy with respect to those shares.  Those 15,258 shares are included in the totals reported, and on Items 8, 11 and 13 on the cover pages of this Schedule 13D for all of the Reporting Persons other than Perelman Trust Company, LLC.

 

The total ownership of the MacAndrews & Forbes Reporting Persons represents approximately 79.1% of all of the Company's outstanding Class A Common Stock, which is the only class of the Company's equity securities outstanding as of the date of this Amendment No. 4.

 

The responses of each Reporting Person to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Class A Common Stock are incorporated herein by reference.

 

(c)  The following table sets forth all transactions with respect to shares of Class A Common Stock effected during the past sixty days.  Except as otherwise noted below, all such transactions were purchases of shares of Class A Common Stock effected in the open market through a broker.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

    Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the MacAndrews & Forbes Reporting Persons have entered into an agreement on May 9, 2017, with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto (the "Joint Filing Agreement").  The Joint Filing Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.

 

Item 7.  Material To Be Filed as Exhibits

 

Exhibit 1

Joint Filing Agreement, dated as of May 9, 2017, by and among the  MacAndrews & Forbes Reporting Persons.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true, complete and correct.

 

Dated:  May 9, 2017

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MacAndrews & Forbes Incorporated

 

The following table sets forth the name and present principal occupation or employment of each executive officer and director of MacAndrews & Forbes Incorporated, each of whom is a U.S. citizen. Unless otherwise indicated, the current business address of each of the persons listed below is c/o MacAndrews & Forbes Incorporated, 35 East 62nd Street, New York, New York 10065, and the business telephone number is (212) 572-8600.

 

SGMS Acquisition III LLC

Controlling persons and executive officers of SGMS Acquisition III LLC, a Delaware limited liability company:

 

	Name	Title
	Paul G. Savas	Executive Vice President and Chief Financial Officer

MacAndrews & Forbes Incorporated is the sole member of SGMS Acquisition III LLC.

The disclosure set forth above under "MacAndrews & Forbes Incorporated" regarding Mr. Savas' principal occupation, citizenship, ownership of Class A Common Stock and address is incorporated herein by reference.

---

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

      

Date: May 9, 2017