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(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 September 18, 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 September 18, 2017.

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(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 September 18, 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 September 18, 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 September 18, 2017.

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(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 September 18, 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 September 18, 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 September 18, 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 September 18, 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 September 18, 2017.

(1)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of September 18, 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 September 18, 2017.

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	RLX Holdings 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
			43,809,155 shares of Class A Common Stock (1)
		9	SOLE DISPOSITIVE POWER
			0 shares of Class A Common Stock
		10	SHARED DISPOSITIVE POWER
			43,793,897 shares of Class A Common Stock (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	43,809,155 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)
	83.3% (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 September 18, 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 September 18, 2017.

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(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 September 18, 2017.

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This Amendment No. 8 to Schedule 13D ("Amendment No. 8"), 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,  Amendment No. 3 thereto dated August 17, 2016, Amendment No. 4 thereto dated May 9, 2017, Amendment No. 5 thereto dated June 9, 2017, Amendment No. 6 thereto dated June 21, 2017 and Amendment No. 7 thereto dated August 9, 2017 (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 Three 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 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 August 9, 2017 and August 10, 2017, the MacAndrews & Forbes Reporting Persons effected open market purchases of 280,568 shares of Class A Common Stock for an aggregate purchase price of approximately $5,235,413, using cash on hand.

Item 4.  Purpose of Transaction

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented with the following information:

On September 15, 2017, MacAndrews & Forbes sent a letter to the board of directors of the Company, a copy of which is attached as Exhibit 12 hereto and incorporated into this Item 4 by reference.

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 Three 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 43,809,155 shares of Class A Common Stock reported herein, (i) 39,247,545 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 83.3% 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 hereof.

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 since the last amendment to this Schedule 13D.  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.

 

Exhibit 12	Letter to the Board of Directors of Revlon, Inc., dated September 15, 2017

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	By:	/s/ Ronald O. Perelman
		Name: Ronald O. Perelman
		MACANDREWS & FORBES INCORPORATED
		REV HOLDINGS LLC
		MAFCO FOUR LLC
		MFV HOLDINGS ONE LLC
		SGMS ACQUISITION TWO LLC
		RCH HOLDINGS ONE INC
		DBX HOLDINGS ONE LLC
		NDX HOLDINGS ONE LLC
		MACANDREWS & FORBES GROUP, LLC
		SGMS ACQUISITION THREE LLC
		RLX HOLDINGS ONE LLC
		RLX HOLDINGS TWO LLC
		RLX HOLDINGS THREE LLC
		RLX HOLDINGS FOUR LLC

	By:	/s/ Paul G. Savas
		Name: Paul G. Savas
		Title: Executive Vice President and Chief  Financial Officer

 

	PERELMAN TRUST COMPANY, LLC
	By:	MacAndrews & Forbes Incorporated, its managing member
	By:	/s/ Paul G. Savas
		Name: Paul G. Savas
		Title: Executive Vice President and Chief Financial Officer

MacAndrews & Forbes Incorporated
35 East 62nd Street
New York, New York  10065

September 15, 2017

Ladies and Gentlemen:

MacAndrews & Forbes Incorporated and its affiliated reporting persons noted on its most recent 13D/A (collectively, "MacAndrews & Forbes") writes with reference to the letter from Mittleman Brothers, LLC to the Board of Directors (the "Board") of Revlon, Inc. ("Revlon") dated August 21, 2017 (the "Mittleman Letter").

MacAndrews & Forbes presently does not intend to increase its beneficial ownership above 89% of the issued and outstanding Revlon Class A Common Stock ("Common Stock") or to undertake transactions to take Revlon private.  Should MacAndrews & Forbes determine to undertake transactions to increase its beneficial ownership above 89% of the issued and outstanding Common Stock or to take Revlon private, MacAndrews & Forbes agrees to: (1) notify the Board at least 5 business days in advance of such transactions; and, prior to consummating such transactions, (2) convene a Board meeting; (3) support the creation of a special committee of independent directors empowered to select its own advisors; and (4) negotiate with that special committee regarding the terms of such transactions by MacAndrews & Forbes, in order to promote the interests of all shareholders, including minority shareholders. The agreement in this paragraph shall terminate on the first anniversary of the date hereof, unless extended in writing by MacAndrews & Forbes prior to such date.

For the avoidance of doubt, this letter should not be construed as an admission by MacAndrews & Forbes that any of the assertions made in the Mittleman Letter have any merit whatsoever.