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. 16)*
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 16)*
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)
FRANCES TOWNSEND
VICE CHAIRMAN, GENERAL COUNSEL AND CHIEF ADMINISTRATIVE OFFICER
MACANDREWS & FORBES INCORPORATED
35 EAST 62ND STREET
NEW YORK, NEW YORK 10065
(212) 572-8600
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)
December 1, 2020
(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
|
NAME OF REPORTING PERSON
Ronald O. Perelman
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (2)
|
|||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|||
|
(1)
|
The information set forth in Item 5 is incorporated herein by reference.
|
|||
|
(2)
|
Calculation based on 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
The ROP Revocable Trust dated 1/9/2018
|
|||
|
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
New York
|
|||
|
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
MacAndrews & Forbes Incorporated
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
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)
8.5% (1)
|
||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||
|
(1)
|
Calculation based on 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
||
|
1
|
NAME OF REPORTING PERSON
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
|
1
|
NAME OF REPORTING PERSON
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
46,223,321 shares of Class A Common Stock (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0 shares of Class A Common Stock
|
|||
|
10
|
SHARED DISPOSITIVE POWER
46,223,321 shares of Class A Common Stock (1)
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,223,321 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)
86.7% (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 53,333,074 shares of Class A Common Stock outstanding as of November 12, 2020.
|
|||
This Amendment No. 16 to Schedule 13D (“Amendment No. 15”), 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, Amendment No. 10 thereto dated
September 20, 2018, Amendment No. 11 thereto dated March 22, 2019, Amendment No. 12 thereto dated August 16, 2019, Amendment No. 13 thereto dated November 8, 2019, Amendment No. 14 thereto dated September 17, 2020 and Amendment No. 15 thereto dated
November 13, 2020 (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, 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, 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 4. Purpose of Transaction
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented with the following information:
In open-market transactions on December 1, 2020, MacAndrews & Forbes sold its entire holdings of approximately $11.5 million in
aggregate principal amount of the Asset-Backed Term Loans and $17.3 million in aggregate principal amount of the Second-Lien Term Loans for cash consideration of approximately $10.2 million and $8.1 million, respectively.
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: December 1, 2020
/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
DBX HOLDINGS ONE LLC
NDX HOLDINGS ONE LLC
MACANDREWS & FORBES GROUP, LLC
RLX HOLDINGS ONE LLC
RLX HOLDINGS TWO LLC
RLX HOLDINGS THREE LLC
RLX HOLDINGS FOUR LLC
By: /s/ Jeffrey A. Brodsky
Name: Jeffrey A. Brodsky
Title: Chief Financial Officer
PERELMAN TRUST COMPANY, LLC
By: MacAndrews & Forbes Incorporated, its managing member
/s/ Jeffrey A. Brodsky
Name: Jeffrey A. Brodsky
Title: Chief Financial Officer