SEC Filing | Revlon, Inc.

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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)
10/08/2009

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)
Class A Common Stock⁽¹⁾	10/08/2009		J⁽¹⁾		9,332,393	A	⁽²⁾	29,498,536	I	Owned through wholly owned corporations
Class A Common Stock⁽¹⁾	10/12/2009		J⁽¹⁾		4,512	A	⁽²⁾	29,503,048	I	Owned through wholly owned corporations
Class A Common Stock								7,718,092	I	Owned through RCH Holdings One Inc.⁽³⁾
Class A Common Stock								323,500	D

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)

1. Name and Address of Reporting Person^*

PERELMAN RONALD O

(Last)

(First)

(Middle)

35 EAST 62ND STREET

(Street)

NEW YORK

10065

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RCH Holdings One Inc

(Last)

(First)

(Middle)

C/O MACANDREWS & FORBES HOLDINGS INC.

35 EAST 62ND STREET

(Street)

NEW YORK

10065

(City)

(State)

(Zip)

Explanation of Responses:

1. Includes 4,561,610 shares of Class A Common Stock of Revlon, Inc. ("Revlon") beneficially owned by a family member with respect to which shares MacAndrews & Forbes Holdings Inc., a corporation wholly owned by Ronald O. Perelman, holds a voting proxy. Does not include 3,125,000 shares of Revlon Class B Common Stock also beneficially owned by Mr. Perelman.

2. Pursuant to the Contribution and Stockholder Agreement, dated as of August 9, 2009, as amended, by and between Revlon and MacAndrews & Forbes Holdings Inc., in connection with the closing of an exchange offer by Revlon (the "Exchange Offer"), Revlon issued to a subsidiary of MacAndrews & Forbes Holdings Inc. 9,336,905 shares of Class A Common Stock in the aggregate, in connection with the transactions forming part of the Exchange Offer (9,332,393 of the shares of Class A Common Stock were issued on October 8, 2009 upon the consummation of the Exchange Offer and 4,512 of the shares of Class A Common Stock were issued on October 12, 2009 after Revlon received 4,512 shares tendered in the Exchange Offer pursuant to guaranteed delivery procedures). The transactions reported on this Form 4 will be reported on a Schedule 13D filed no later than October 19, 2009.

3. A holding company in which each of Mr. Perelman and the Ronald O. Perelman 2008 Trust own 50% of the shares.

Remarks:

	/s/ Barry F. Schwartz for Ronald O. Perelman pursuant to a Power of Attorney	10/13/2009
	/s/ Barry F. Schwartz, its Executive Vice Chairman	10/13/2009
	** 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).
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