Filing Details

This Amendment No. 12 to Schedule 13D (“Amendment No. 12”), 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 and Amendment No. 11 thereto dated March 22, 2019 (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, MacAndrews & Forbes Incorporated, a Delaware corporation (“MacAndrews & Forbes”), REV Holdings LLC, a Delaware limited liability company, Mafco Four LLC, a Delaware limited liability company, MFV Holdings One LLC, a Delaware limited liability company, RCH Holdings One Inc., a Delaware corporation, SGMS Acquisition Two LLC, a Delaware limited liability company, 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, SGMS Acquisition Three LLC, a Delaware limited liability company, Perelman Trust Company, LLC, a Delaware limited liability company, RLX Holdings One LLC, a Delaware limited liability company, RLX Holdings Two LLC, a Delaware limited liability company, RLX Holdings Three LLC, a Delaware limited liability company and RLX Holdings Four LLC, a Delaware limited liability company (each of the foregoing, a “Reporting Person,” and collectively, the “MacAndrews & Forbes 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.

The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented with the following information:

Since Amendment No. 11 to the Schedule 13D, the MacAndrews & Forbes Reporting Persons effected open market purchases of an aggregate total of 520,000 shares of Class A Common Stock for an aggregate purchase price of approximately $11,038,701, using cash on hand.

Item 4.  Purpose of Transaction

The paragraph which was added to Item 4 of the Schedule 13D in Amendment No. 2 thereto is hereby deleted and replaced with the following:

The MacAndrews & Forbes Reporting Persons and the Company have determined to explore strategic transactions involving the Company and third parties. In that regard, the MacAndrews & Forbes Reporting Persons and the Company expect from time to time to communicate with third parties as to the possibility of such transactions and related strategic, financial and other matters.  An external financial advisor has been retained to assist in these efforts.  As of the date of this Amendment No. 12, the MacAndrews & Forbes Reporting Persons have not formulated any specific or definitive plan or proposal relating to the matters described in this paragraph, and there can be no assurance that exploration of any transaction, to the extent undertaken, would result in interest by any third party, or result in a transaction of interest to the MacAndrews & Forbes Reporting Persons, or as to the terms of any such transaction.  The MacAndrews & Forbes Reporting Persons undertake no obligation to make additional disclosures in connection therewith except to the extent required by law.  The foregoing is not intended to limit the matters previously disclosed in Item 4 of the Schedule 13D.

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 REV Holdings LLC, Mafco Four LLC, MFV Holdings One LLC, RCH Holdings One Inc., SGMS Acquisition Two LLC, DBX Holdings One LLC, NDX Holdings One LLC, MacAndrews & Forbes Group, LLC, SGMS Acquisition Three LLC, RLX Holdings One LLC, RLX Holdings Two LLC, RLX Holdings Three LLC and RLX Holdings Four LLC, and all the voting interests of Perelman Trust Company, LLC.

Of the 46,223,321 shares of Class A Common Stock reported herein, (i) 41,676,969 shares of Class A Common Stock are owned by MacAndrews & Forbes or its wholly owned subsidiaries and (ii) 4,546,352 shares of Class A Common Stock are owned by Perelman Trust Company, LLC.

The total ownership of the MacAndrews & Forbes Reporting Persons represents approximately 87.2% 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.

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:  August 15, 2019

THE ROP REVOCABLE TRUST DATED 1/9/2018

MACANDREWS & FORBES INCORPORATED

REV HOLDINGS LLC

MAFCO FOUR LLC

MFV HOLDINGS ONE LLC

SGMS ACQUISITION TWO LLC

RCH HOLDINGS ONE INC.

DBX HOLDINGS ONE LLC

NDX HOLDINGS ONE LLC

MACANDREWS & FORBES GROUP, LLC

SGMS ACQUISITION THREE LLC

RLX HOLDINGS ONE LLC

RLX HOLDINGS TWO LLC

RLX HOLDINGS THREE LLC

RLX HOLDINGS FOUR LLC

PERELMAN TRUST COMPANY, LLC