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).
X
 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*
Karanikolas Michael
(Last) (First) (Middle)
12889 MOORE STREET
(Street)
CERRITOS CA 90703
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Revolve Group, Inc. [ RVLV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CO-CHIEF EXECUTIVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2024
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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/02/2024 C 90,266 A $0(1) 90,266 I By MMMK Development, Inc.(2)
Class A Common Stock 12/02/2024 S(3) 70,462 D $35.7(4) 19,804 I By MMMK Development, Inc.(2)
Class A Common Stock 12/02/2024 S(3) 19,804 D $36.16(5) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 12/03/2024 C 76,902 A $0(1) 76,902 I By MMMK Development, Inc.(2)
Class A Common Stock 12/03/2024 S(3) 65,138 D $35.22(6) 11,764 I By MMMK Development, Inc.(2)
Class A Common Stock 12/03/2024 S(3) 11,764 D $36.24(7) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 12/04/2024 C 98,429 A $0(1) 98,429 I By MMMK Development, Inc.(2)
Class A Common Stock 12/04/2024 S(3) 67,196 D $34.62(8) 31,233 I By MMMK Development, Inc.(2)
Class A Common Stock 12/04/2024 S(3) 31,233 D $35.41(9) 0 I By MMMK Development, Inc.(2)
Class A Common Stock 123,000 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 12/02/2024 C 90,266 (1) (1) Class A Common Stock 90,266 $0 31,856,174 I By MMMK Development, Inc.(2)
Class B Common Stock (1) 12/03/2024 C 76,902 (1) (1) Class A Common Stock 76,902 $0 31,779,272 I By MMMK Development, Inc.(2)
Class B Common Stock (1) 12/04/2024 C 98,429 (1) (1) Class A Common Stock 98,429 $0 31,680,843 I By MMMK Development, Inc.(2)
Explanation of Responses:
1. Shares of Class B common stock are convertible into an equal number of shares of Class A common stock at any time, at the election of the holder, and have no expiration date. On the dates indicated above, the reporting person sold the number of shares of Class B common stock indicated above, resulting in the automatic conversion of such shares into an equal number of shares of Class A common stock.
2. The reporting person is a stockholder of MMMK Development, Inc. and has shared voting and dispositive power over the shares held by MMMK Development, Inc.
3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by MMMK Development, Inc. on August 15, 2024.
4. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $35.08 to $36.07, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
5. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $36.09 to $36.41, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
6. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $34.83 to $35.82, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
7. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $35.83 to $36.72, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
8. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $34.05 to $35.04, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
9. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $35.05 to $35.68, inclusive. The reporting person undertakes to provide to Revolve Group, Inc., any security holder of Revolve Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
/s/ Jodi Lumsdaine Chapin, attorney-in-fact 12/04/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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