SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Foley Mark J

(Last)

(First)

(Middle)

C/O REVANCE THERAPEUTICS, INC.

1222 DEMONBREUN STREET, 20TH FLOOR

(Street)

NASHVILLE

37203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Revance Therapeutics, Inc. [ RVNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/04/2025		U⁽¹⁾		996,935	D	$3.65	27,933	D
Common Stock	02/04/2025		U⁽¹⁾		110,913	D	$3.65	0	I	See footnote⁽²⁾
Common Stock	02/06/2025		D		27,933	D	⁽³⁾	0	D
Common Stock	02/06/2025		A		84,686⁽⁴⁾	A	$0	84,686	D
Common Stock	02/06/2025		D		84,686	D	⁽⁵⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reported securities were disposed of pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of December 7, 2024 (as subsequently amended, the "Merger Agreement"), by and among the Issuer, Crown Laboratories, Inc., a Delaware corporation ("Parent"), Reba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub," and together with Parent, the "Buyer Parties"), pursuant to which Merger Sub completed a cash tender offer (the "Offer") for all of the issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"), of the Issuer at a purchase price of $3.65 per share, without interest, and subject to any applicable withholding taxes (the "Per Share Price"). These Issuer Shares were tendered for purchase pursuant to the Offer.

2. These shares are held by the Mark and Dana Foley, Trustees, Foley Family Trust U/A DTD 4/10/2002.

3. Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") award then outstanding and not vested was canceled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of the Per Share Price and the total number of Shares subject to such unvested RSU award as of immediately prior to the Effective Time (as defined in the Merger Agreement).

4. Represents a deemed acquisition of the Shares underlying a portion of the performance-based restricted stock units ("PSUs") granted on January 31, 2023, pursuant to the terms of the Merger Agreement.

5. Pursuant to the Merger Agreement, each PSU award then outstanding and not vested was canceled and converted into the right to receive a lump sum cash payment, without interest thereon and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price multiplied by (ii) the number of Shares subject to such PSU award (with the performance metrics deemed achieved as set forth in the Merger Agreement).

	/s/ Dwight Moxie, Attorney-in-Fact	02/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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