Edgar Filing: Revance Therapeutics, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Tunnicliffe Jonathan

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2014

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

(Last)

(First)

(Middle)

C/O NOVAQUEST CAPITAL MANAGEMENT, L.L.C.,Â 4208 SIX FORKS ROAD, SUITE 920

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

RALEIGH,Â NCÂ 27609

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series E-4 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	1,539,343 ⁽³⁾ ⁽⁴⁾	$ ⁽¹⁾ ⁽⁴⁾	I	See Footnote ⁽⁵⁾
Series E-5 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	500,039 ⁽³⁾ ⁽⁴⁾	$ ⁽¹⁾ ⁽⁴⁾	I	See Footnote ⁽⁵⁾
Convertible Promissory Notes	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	658,551 ⁽⁶⁾	$ ⁽⁶⁾	I	See Footnote ⁽⁵⁾
Warrant to Purchase Common Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	398,717 ⁽³⁾ ⁽⁷⁾	$ ⁽⁸⁾	I	See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Tunnicliffe Jonathan C/O NOVAQUEST CAPITAL MANAGEMENT, L.L.C. 4208 SIX FORKS ROAD, SUITE 920 RALEIGH,Â NCÂ 27609	Â X	Â X	Â	Â

Signatures

/s/ Gordon Ho, Attorney-in-fact		02/05/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Immediately convertible into shares of the Issuer's Common Stock.
(2)	These shares have no expiration date.
(3)	Reflect a 1-for-15 reverse stock split of the Company's issued and outstanding securities effective February 3, 2014.
(4)	Each share shall automatically convert into 1 share of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
(5)	These securities are held by NovaQuest Pharma Opportunities Fund III, L.P. ("NovaQuest"). NQ HCIF General Partner, L.P., the general partner of NovaQuest ("NovaQuest GP"), has the power to vote and dispose of securities directly owned by NovaQuest, and NQ HCIF GP, Ltd., the general partner of NovaQuest GP ("NovaQuest GP Ltd."), has the power to direct the NovaQuest GP as to such voting and disposition. NovaQuest GP Ltd.'s investment committee, on which the Reporting Person, Jonathan Tunnicliffe, serves, makes voting and investment decisions regarding securities held by NovaQuest. Accordingly, Mr. Tunnicliffe may be deemed to have shared voting and dispositive power over the securities held by NovaQuest. Mr. Tunnicliffe disclaims beneficial ownership of the securities held by NovaQuest except to the extent of his pecuniary interest therein.
(6)	Principal amount of $9,500,000.00 plus interest accrued through October 7, 2014, at the rate of 12% per annum shall convert automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price that equals to 100% of the per share price of the Common Stock sold in the Issuer's initial public offering.
(7)	Automatically net exercisable contingent upon and effective immediately prior to the closing of the Issuer's initial public offering.
(8)	The exercise price is $0.15 per share which reflects the 1-for-15 reverse split effective February 3, 2014.

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