UNITED STATES
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. 20)*
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)
JEFFREY A. BRODSKY
CHIEF FINANCIAL OFFICER
MACANDREWS & FORBES INCORPORATED
31 EAST 62ND STREET
NEW YORK, NEW YORK 10065
(212) 572-8600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 8, 2022
(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
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Ronald O. Perelman
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
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)
|
|
|
||
|
85.1% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
The ROP Revocable Trust dated 1/9/2018
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
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
|
|
|
||
|
41,676,969 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
41,676,969 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
41,676,969 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)
|
|
|
||
|
76.8% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
RCH Holdings Five 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
|
|
|
||
|
5,206,933 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
5,206,933 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,206,933 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)
|
|
|
||
|
9.6% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) Calculation based on 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
38 East Holdings 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
|
|
|
||
|
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
|
|
|
||
|
3,495,124 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
3,495,124 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,495,124 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)
|
|
|
||
|
6.4% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) Calculation based on 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Ronald O. Perelman 2020 Trust
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
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
|
|
|
||
|
5,206,933 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
5,206,933 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
5,206,933 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)
|
|
|
||
|
9.6% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) Calculation based on 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MacAndrews & Forbes Incorporated
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
32,974,912 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)
|
|
|
||
|
60.7% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
SGMS Acquisition Corporation
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
32,974,912 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)
|
|
|
||
|
60.7% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Mafco Four 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
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
32,974,912 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)
|
|
|
||
|
60.7% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MFV 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
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
32,974,912 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)
|
|
|
||
|
60.7% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
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
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
32,974,912 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)
|
|
|
||
|
60.7% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
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
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
32,974,912 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)
|
|
|
||
|
60.7% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
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
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
32,974,912 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)
|
|
|
||
|
60.7% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MacAndrews & Forbes Group, 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
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
32,974,912 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)
|
|
|
||
|
60.7% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MacAndrews & Forbes, 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
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
32,974,912 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
32,974,912 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)
|
|
|
||
|
60.7% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Perelman Trust Company, 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
|
|
|
||
|
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
|
|
|
||
|
32,974,912 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
32,974,912 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
32,974,912 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)
|
|
|
||
|
60.7% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) Calculation based on 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
RCH Holdings Six 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
|
|
|
||
|
4,546,352 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
4,546,352 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
8.4% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
The Ronald O. Perelman 2022 Trust for Education
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
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
|
|
|
||
|
4,546,352 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0 shares of Class A Common Stock
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
4,546,352 shares of Class A Common Stock (1)
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
8.4% (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 54,302,001 shares of Class A Common Stock outstanding as of September 30, 2022.
This Amendment No. 20 to Schedule 13D, 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, Amendment No. 15 thereto dated November 13, 2020, Amendment No. 16 thereto dated December 1, 2020, Amendment No. 17 thereto dated December 21, 2020, Amendment No. 18 thereto
dated December 28, 2021 and Amendment No. 19 thereto dated April 25, 2022 (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
(the “ROP Revocable Trust”), MacAndrews & Forbes Incorporated, a Delaware corporation (“MacAndrews & Forbes”), 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, SGMS Acquisition Corporation, a Delaware corporation, 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 (“PTC”), RCH Holdings Five Inc., a Delaware corporation, The Ronald O. Perelman 2020 Trust, a New York trust, 38 East Holdings LLC, a
New York limited liability company, RCH Holdings Six Inc., a Delaware corporation (“RCH Six”), and The Ronald O. Perelman 2022 Trust for Education, a New York trust (the “ROP 2022 Education Trust”) (each of
the foregoing, a “Reporting Person,” and collectively, the “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 2022 Education Trust is a New York trust of which Mr. Ronald O. Perelman is the settlor. The ROP 2022 Education Trust’s business address is c/o MacAndrews & Forbes Incorporated, 31 East 62nd Street, New York, New York 10065, and its
business telephone number is (212) 572-8600.
The RCH Six is a Delaware corporation. RCH Six’s business address is c/o MacAndrews & Forbes Incorporated, 31 East 62nd Street, New York, New York 10065, and its business telephone number is (212) 572-8600. RCH Six was formed to hold the
Shares (as defined below).
During the last five years, each of the ROP 2022 Education Trust and RCH Six: (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 it 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.
Schedule A of the Schedule 13D is hereby amended and supplemented with the information attached as Schedule A hereto with respect to RCH Six.
| 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:
The information set forth in Item 4 is incorporated herein by reference.
| 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 November 8, 2022, RCH Six purchased 4,546,352 shares of Class A Common Stock (the “Shares”) from PTC for a cash purchase price of $45,463.52. The transaction was effectuated to implement certain philanthropic endeavors for Mr. Ronald O.
Perelman. Mr. Ronald A. Perelman gifted the cash purchase price to the ROP 2022 Education Trust and the ROP 2022 Education Trust contributed such gifted amount to RCH Six.
| 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 Mafco Four LLC, MFV Holdings One LLC, SGMS Acquisition Two LLC, DBX
Holdings One LLC, NDX Holdings One LLC, MacAndrews & Forbes, LLC, MacAndrews & Forbes Group, LLC and SGMS Acquisition Corporation and all the voting interests of Perelman Trust Company, LLC.
MacAndrews & Forbes directly owns a 90% interest in the capital and 100% of the voting interest in The Perelman Trust Company, LLC.
The ROP Revocable Trust and the ROP 2020 Trust each directly own 50% of the stock and voting interests of RCH Five.
The ROP Revocable Trust directly owns 100% of the stock and voting interests of 38 East Holdings LLC.
The ROP 2022 Education Trust directly owns 100% of the stock and voting interests of RCH Six.
Of the 46,223,321 shares of Class A Common Stock reported herein, (i) 32,974,912 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 RCH
Six, (iii) 5,206,933 shares of Class A Common Stock are owned by RCH Five and (iv) 3,495,124 shares of Class A Common Stock are owned by 38 East Holdings LLC, which they acquired as successor in interest in a merger with Thirty Six East Corporation.
The total ownership of the Reporting Persons represents approximately 85.1% 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 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. Item 4 is also incorporated herein by
reference.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
The responses to Items 2, 4 and 5 of this Schedule 13D and Exhibits 25 and 26 to this Schedule 13D are incorporated by reference herein.
| Item 7. |
Material to be Filed as Exhibits
|
Filed herewith are the following exhibits:
Exhibit 25 Joint Filing Agreement, dated as of November 11, 2022, by and among the MacAndrews & Forbes Reporting
Persons
Exhibit 26 Stock Purchase Agreement, dated as of November 8, 2022, by and between RCH Holdings Six Inc. and Perelman
Trust Company, LLC
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: November 11, 2022
|
/s/ 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 |
|
THE RONALD O. PERELMAN 2020 TRUST
|
|
|
By:
|
/s/ Matthew H. Kamens |
|
Name:
|
Matthew H. Kamens | |
|
Title:
|
Co-Trustee | |
|
RCH HOLDINGS FIVE INC.
|
||
|
By:
|
The ROP Revocable Trust Dated 1/9/2018 |
|
/s/ Ronald O. Perelman
|
|
Name:
|
Ronald O. Perelman | |
|
Title:
|
Trustee | |
|
By:
|
The Ronald O. Perelman 2020 Trust |
|
/s/ Matthew H. Kamens
|
|
Name:
|
Matthew H. Kamens | |
|
Title:
|
Co-Trustee | |
|
38 EAST HOLDINGS LLC
|
|
|
By:
|
The ROP Revocable Trust Dated 1/9/2018 | |
|
/s/ Ronald O. Perelman
|
|
Name:
|
Ronald O. Perelman | |
|
Title:
|
Trustee |
|
MACANDREWS & FORBES INCORPORATED
|
|
|
MACANDREWS & FORBES, LLC
|
|
|
MAFCO FOUR LLC
|
|
|
MFV HOLDINGS ONE LLC
|
|
|
SGMS ACQUISITION TWO LLC
|
|
|
SGMS ACQUISITION CORPORATION
|
|
|
DBX HOLDINGS ONE LLC
|
|
|
NDX HOLDINGS ONE LLC
|
|
|
MACANDREWS & FORBES GROUP, LLC
|
|
|
RCH HOLDINGS SIX INC.
|
|
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 |
|
THE RONALD O. PERELMAN 2022 TRUST FOR EDUCATION
|
|
|
By:
|
/s/ Matthew H. Kamens |
|
Name:
|
Matthew H. Kamens | |
|
Title:
|
Trustee |
Schedule A Amendment
The following table sets forth the name and present principal occupation or employment of each executive officer and director of RCH Holdings Six Inc. Each person referenced in the preceding sentence is a U.S. citizen. During the last five years,
none of the persons who are identified in this Schedule A Amendment: (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. Except as reported in Item 5, none of the persons listed above beneficially owns any shares of Class A Common Stock. The current business address of each of the persons listed below is c/o MacAndrews &
Forbes Incorporated, 31 East 62nd Street, New York, New York 10065, and the business telephone number is (212) 572-8600.
RCH Holdings Six Inc.
|
Name
|
Present Principal Occupation or Employment
|
|
Ronald O. Perelman
|
Chairman of the Board of Directors and President of RCH Holdings Six Inc.
|
|
Jeffrey A. Brodsky
|
Chief Financial Officer of RCH Holdings Six Inc.
|
|
Edward Mammone
|
Vice President and Controller of RCH Holdings Six Inc.
|
|
John O’Malley
|
Member of the Board of Directors
|
Exhibit 25
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.
|
Dated: November 11, 2022
|
|
|
/s/ 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 |
|
THE RONALD O. PERELMAN 2020 TRUST
|
|
|
By:
|
/s/ Matthew H. Kamens |
|
Name:
|
Matthew H. Kamens | |
|
Title:
|
Co-Trustee |
|
THE RONALD O. PERELMAN 2022 TRUST FOR
EDUCATION
|
|
By:
|
/s/ Matthew H. Kamens |
|
Name:
|
Matthew H. Kamens | |
|
Title:
|
Trustee |
|
RCH HOLDINGS FIVE INC.
|
|
|
By:
|
The ROP Revocable Trust Dated 1/9/2018 |
|
/s/ Ronald O. Perelman
|
|
Name:
|
Ronald O. Perelman | |
|
Title:
|
Trustee | |
|
By:
|
The Ronald O. Perelman 2020 Trust |
|
/s/ Matthew H. Kamens
|
|
Name:
|
Matthew H. Kamens | |
|
Title:
|
Co-Trustee |
|
38 EAST HOLDINGS LLC
|
||
|
By:
|
The ROP Revocable Trust Dated 1/9/2018 | |
| /s/ Ronald O. Perelman |
|
Name:
|
Ronald O. Perelman | |
|
Title:
|
Trustee |
|
MACANDREWS & FORBES INCORPORATED
|
|
|
MACANDREWS & FORBES, LLC
|
|
|
MAFCO FOUR LLC
|
|
|
MFV HOLDINGS ONE LLC
|
|
|
SGMS ACQUISITION TWO LLC
|
|
|
SGMS ACQUISITION CORPORATION
|
|
|
DBX HOLDINGS ONE LLC
|
|
|
NDX HOLDINGS ONE LLC
|
|
|
MACANDREWS & FORBES GROUP, LLC
|
|
|
RCH HOLDINGS SIX INC.
|
|
|
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 |
Exhibit 26
Execution Version
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of November 8, 2022, by and among Perelman Trust Company, LLC, a Delaware limited liability
company (the "Seller"), and RCH Holdings Six, Inc., a Delaware corporation (the "Purchaser").
WITNESSETH:
Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the number of shares of Class A common stock of Revlon, Inc. as set forth
opposite Seller's name on Exhibit A attached hereto (the "Stock") pursuant to the terms of this Agreement, and the parties hereby agree as
follows.
1. Purchase and Sale of Stock.
1.1 Sale of Stock. Purchaser hereby purchases the amount of Stock from Seller set forth opposite
Seller's name on Exhibit A, in
exchange for the purchase price set forth opposite Seller's name on Exhibit A, which amount shall be paid in cash by Purchaser.
1.2 Stock Certificates. Concurrently with the execution and delivery of this Agreement, or as soon
thereafter as is reasonably practicable (but in any event on or before November 8, 2022), (i) Seller shall deliver to Purchaser a certificate or certificates representing the Stock sold by Seller which is held in physical form, together with a
stock power or powers relating thereto duly endorsed in blank, or (ii) with respect to Stock held by one or more brokers through DTC for Seller's account, Seller shall notify such broker(s) of the sale of the Stock hereunder. In each case the
Stock sold shall be free and clear of all liens and encumbrances.
2. Representations of Seller. Seller hereby represents and warrants to Purchaser that:
2.1 Organization, Good Standing. Seller is a limited
liability company in good standing under the laws of Delaware.
2.2 Authorization. All action on the part of Seller necessary for the execution, delivery and
performance of this Agreement by Seller has been duly taken. The execution, delivery and performance of this Agreement does not violate any law or contractual restriction binding on or affecting Seller. This Agreement constitutes the valid and
legally binding obligation of Seller, enforceable against Seller in accordance with its terms.
2.3 Title to Stock. Seller owns the Stock being sold by it free and clear of all security
interests and any other liens and encumbrances.
3. Representations of Purchaser. Purchaser hereby represents and warrants to Seller that all action on the part of Purchaser necessary for the execution, delivery and performance of this
Agreement by Purchaser has been duly taken. This Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. The execution, delivery and performance of this Agreement
does not violate any law or contractual restriction binding on or affecting the Purchaser.
4. Indemnification.
4.1 Indemnification by Seller. Seller individually
hereby indemnifies and holds Purchaser harmless against and in respect of any and all losses, costs, expenses, claims, damages, obligations and liabilities, including interest, penalties and reasonable attorney's fees and disbursements (the "Damages"),
which Purchaser may suffer, incur or become subject to arising out of, based upon or otherwise in respect of any inaccuracy in or breach of any representation or warranty of Seller made in or pursuant to this Agreement.
4.2 Indemnification by Purchaser. Purchaser hereby indemnifies and holds Seller harmless against and in respect of any and all Damages which Seller may suffer, incur or become subject
to arising out of, based upon or otherwise in respect of any inaccuracy in or breach of any representation or warranty of Purchaser made in or pursuant to this Agreement.
5. Limit on Transfers
5.1 Lock-up Agreement. Purchaser is aware that there
may be material non- public information (MNPI) in the possession of the Seller with respect to the Stock. As a result, and until any such MNPI is disclosed to the public (which Seller shall confirm to the Purchaser), Purchaser shall not offer,
sell, make any short sale of, loan, grant any option, right or warrant for the purchase of, contract to sell, lend or hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition, whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, the Stock without the prior written consent of the Seller or such underwriters, as the
case may be, for the period which is the shorter of (i) one-hundred eighty (180) days from the date of this Agreement or (ii) upon the confirmation by the Seller that such information is no longer MNPI.
6. Miscellaneous
6.1 Successors and Assigns. The terms and conditions
of this Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties hereto; provided, however, that neither party may assign any of its obligations hereunder without the consent of the other
party.
6.2 Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
6.3 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to
any party to this Agreement, upon any breach or default of the other party, shall impair any such right, power or remedy of such non-breaching party.
6.4 Governing Law. This Agreement shall be governed by the laws of the State of New York,
excluding choice of law rules.
2
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the date first above written.
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PURCHASER:
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RCH Holdings Six, Inc.
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By:
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/s/ Jeffrey A. Brodsky |
| Name: Jeffrey A. Brodsky | ||
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Title: Executive Vice President and CFO
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SELLER:
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PERELMAN TRUST COMPANY, LLC
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By: Managing Member
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MACANDREWS & FORBES INCORPORATED
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| By: | /s/ Edward Mammone | |
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Name: Edward Mammone
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Title: Senior Vice President, Controller
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3
EXHIBIT A
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Entity
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Number of
Shares Sold
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Purchase Price
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Amount to be
Paid in Cash
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Perelman Trust Company, LLC
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4,546,352
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$
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45,463.52
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$
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45,463.52
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