4//SEC Filing
Moxie Dwight 4
Accession 0000950170-25-015361
CIK 0001479290other
Filed
Feb 5, 7:00 PM ET
Accepted
Feb 6, 3:58 PM ET
Size
10.8 KB
Accession
0000950170-25-015361
Insider Transaction Report
Form 4
Moxie Dwight
CLO & GC
Transactions
- Disposition from Tender
Common Stock
2025-02-04$3.65/sh−47,815$174,525→ 95,979 total - Disposition to Issuer
Common Stock
2025-02-06−18,125→ 0 total - Disposition to Issuer
Common Stock
2025-02-06−95,979→ 0 total - Award
Common Stock
2025-02-06+18,125→ 18,125 total
Footnotes (4)
- [F1]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.
- [F2]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).
- [F3]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.
- [F4]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).
Documents
Issuer
Revance Therapeutics, Inc.
CIK 0001479290
Entity typeother
Related Parties
1- filerCIK 0001803375
Filing Metadata
- Form type
- 4
- Filed
- Feb 5, 7:00 PM ET
- Accepted
- Feb 6, 3:58 PM ET
- Size
- 10.8 KB