UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 11)*
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 11)*
REVLON, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Classes of Securities)
761525609
(CUSIP Number of Classes of Securities)
STEVEN M. COHEN
EXECUTIVE VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER
AND GENERAL COUNSEL
MACANDREWS & FORBES INCORPORATED
35 EAST 62ND STREET
NEW YORK, NEW YORK 10065
(212) 572-8600
EXECUTIVE VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER
AND GENERAL COUNSEL
MACANDREWS & FORBES INCORPORATED
35 EAST 62ND STREET
NEW YORK, NEW YORK 10065
(212) 572-8600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
Copies to:
ADAM O. EMMERICH, ESQ. AND DONGJU SONG, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
March 20, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
|
1
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NAMES OF REPORTING PERSON
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||
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| Ronald O. Perelman |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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| (a) ☐
(b) ☐
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|||
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||||
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3
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SEC USE ONLY
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
|
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|||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
|
|
|
|
|
0 shares of Class A Common Stock
|
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|
|||
|
|
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||||
|
8
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SHARED VOTING POWER
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|
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||
|
45,703,321 shares of Class A Common Stock (1)
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
|
|
|
||
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0 shares of Class A Common Stock
|
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|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
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||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 shares of Class A Common Stock
|
|
|
|||
|
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||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
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|||
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||||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
86.4% (2)
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
|
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|||
|
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||||
| (1) |
The information set forth in Item 5 is incorporated herein by reference.
|
| (2) |
Calculation based on 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
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2
|
1
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NAMES OF REPORTING PERSON
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The ROP Revocable Trust dated 1/9/2018
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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|
(a) ☐
(b) ☐
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|||
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|
3
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SEC USE ONLY
|
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||||
|
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
OO
|
|
|
|||
|
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||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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|
||
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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New York
|
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||||
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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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
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|
|||
|
|
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||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
3
|
1
|
NAMES OF REPORTING PERSONS
|
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||
|
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MacAndrews & Forbes Incorporated
|
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|||
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||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
| (a) ☐
(b) ☐
|
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|
|||
|
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||||
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3
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SEC USE ONLY
|
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||
|
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|||
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||||
|
4
|
SOURCE OF FUNDS
|
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|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
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|
||
|
☐
|
|
|
|||
|
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||||
|
6
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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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
The information set forth in Item 5 is incorporated herein by reference.
|
| (2) |
Calculation based on 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
4
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
REV Holdings LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
| (a) ☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
5
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
Mafco Four LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
| (a) ☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
6
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
MFV Holdings One LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
| (a) ☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
7
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
RCH Holdings One Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
| (a) ☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
The information set forth in Item 5 is incorporated herein by reference.
|
| (2) |
Calculation based on 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
8
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
SGMS Acquisition Two LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
|
(a)
☐
☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
9
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
DBX Holdings One LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
|
(a)
☐
☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
10
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
NDX Holdings One LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
|
(a)
☐
☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
11
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
MacAndrews & Forbes Group, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
|
(a) ☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
(2)
|
The information set forth in Item 5 is incorporated herein by reference.
Calculation based on 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
12
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
SGMS Acquisition Three LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
| (a) ☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
Perelman Trust Company, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
| (a) ☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
4,546,352 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
4,546,352 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
4,546,352 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)
|
|
|
||
|
8.6% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
Calculation based on 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
14
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
RLX Holdings One LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
| (a) ☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
15
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
RLX Holdings Two LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
| (a) ☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
RLX Holdings Three LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
| (a) ☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
RLX Holdings Four LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
| (a) ☐
(b) ☐
|
|
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
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
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
45,703,321 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
45,703,321 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)
|
|
|
||
|
86.4% (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 52,867,961 shares of Class A Common Stock outstanding as of March 14, 2019.
|
18
This Amendment No. 11 to Schedule 13D (“Amendment No. 11”), 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, Amendment No. 7 thereto dated August 9, 2017, Amendment No. 8 thereto dated September 18, 2017, Amendment No. 9 thereto dated September 22, 2017 and Amendment
No. 10 thereto dated September 20, 2018 (as amended, the “Schedule 13D”), is being filed with the Securities and Exchange Commission by Mr. Ronald O. Perelman, The ROP Revocable Trust dated 1/9/2018, a New York trust, 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 2. Identity and Background
The information contained in Item 2 of the Schedule 13D is hereby amended and supplemented with the
following information:
The ROP Revocable Trust dated 1/9/2018 (the “ROP Revocable Trust”) is a New York trust of which Mr. Ronald O. Perelman is the sole trustee and the sole beneficiary. The ROP Revocable Trust holds all of the shares of MacAndrews & Forbes. The ROP Revocable
Trust’s business address is c/o MacAndrews & Forbes Incorporated, 35 East 62nd Street, New York, New York 10065, and the business telephone number is (212) 572-8600.
During the last five years, the ROP Revocable Trust: (i) has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the ROP Revocable Trust was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
19
Schedule A of the Schedule 13D is hereby amended with the information attached as Schedule A hereto, which amends and restates the information provided with respect to MacAndrews & Forbes.
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:
Since Amendment No. 10 to the 13D, the MacAndrews & Forbes
Reporting Persons effected open market purchases of an aggregate total of 836,191 shares of Class A Common Stock for an aggregate purchase price of approximately $18,195,543, 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 the ROP
Revocable Trust, 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 45,703,321 shares of Class A Common Stock reported herein, (i) 41,156,969 shares of Class A Common Stock are owned by MacAndrews & Forbes or its wholly owned subsidiaries and (ii) 4,546,352 shares of Class A Common Stock are owned
by Perelman Trust Company, LLC.
The total ownership of the MacAndrews & Forbes Reporting Persons represents
approximately 86.4% 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 within sixty days prior to the date of this Amendment No. 11. All such transactions were purchases of shares of Class A Common Stock effected in the open market through a broker.
20
|
Person
|
Date
|
Amount of Securities Acquired
|
Weighted Average Price(1)
|
Low
Price(1) |
High
Price(1) |
|
MacAndrews & Forbes Group, LLC
|
March 20, 2019
|
56,679
|
$ 17.8699
|
$ 17.42
|
$ 18.40
|
|
MacAndrews & Forbes Group, LLC
|
March 20, 2019
|
47,979
|
$ 19.0321
|
$ 18.42
|
$ 19.41
|
|
MacAndrews & Forbes Group, LLC
|
March 20, 2019
|
71,815
|
$ 19.7675
|
$ 19.42
|
$ 20.40
|
|
MacAndrews & Forbes Group, LLC
|
March 20, 2019
|
63,527
|
$ 20.6983
|
$ 20.41
|
$ 21.00
|
| MacAndrews & Forbes Group, LLC | March 21, 2019 |
42,329 |
$ 20.6708
|
$ 19.94
|
$ 20.93
|
| MacAndrews & Forbes Group, LLC | March 21, 2019 |
72,671 |
$ 21.0608
|
$ 20.94
|
$ 21.27
|
| (1) |
Prices exclude commissions. The reporting person undertakes to provide upon request of the SEC staff full information regarding the number of shares
purchased or sold at each separate price.
|
Item 7. Material to Be Filed as Exhibits
|
Exhibit 1
|
Joint Filing Agreement, dated March 21, 2019, by and among the MacAndrews & Forbes Reporting Persons
|
21
SIGNATURE
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: March 21, 2019
/s/ Ronald O. Perelman
Ronald O. Perelman
Ronald O. Perelman
THE ROP REVOCABLE TRUST DATED 1/9/2018
| By: |
/s/ Ronald O. Perelman
Name: Ronald O. Perelman
Title: Trustee
|
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
|
Schedule A Amendment
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. During the last five years, none of the persons who are identified in this Schedule A: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
Name
|
Present Principal Occupation or Employment
|
|
Ronald O. Perelman
|
Director, Chairman and Chief Executive Officer of MacAndrews & Forbes Incorporated
|
|
|
|
|
Barry F. Schwartz
|
Director and Vice Chairman of MacAndrews & Forbes Incorporated
|
|
|
|
|
Debra Perelman (1)
|
Director of MacAndrews & Forbes Incorporated; President and Chief Executive Officer of Revlon, Inc.
|
|
|
|
|
Paul G. Savas (2)
|
Executive Vice President and Chief Financial Officer of MacAndrews & Forbes Incorporated
|
|
|
|
|
Steven M. Cohen
|
Executive Vice President, Chief Administrative Officer and General Counsel of MacAndrews & Forbes Incorporated
|
(1) The Form 4 filed by Ms. Perelman with the Securities and Exchange
Commission on March 19, 2019 is incorporated herein by reference.
(2) The Form 4 filed by Mr. Savas with the Securities and
Exchange Commission on November 14, 2016 is incorporated herein by reference.
Except as reported in the Forms 4 referenced in the preceding two footnotes and in Item 5, none of the persons listed above beneficially owns
any shares of Class A Common Stock.
24
Exhibit 1
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: March 21, 2019
/s/ Ronald O. Perelman
Ronald O. Perelman
Ronald O. Perelman
THE ROP REVOCABLE TRUST DATED 1/9/2018
|
By:
|
/s/ Ronald O. Perelman
Name: Ronald O. Perelman
Title: Trustee
|
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
|