Filing Details

Revolution Medicines, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

76155X100

(Cusip Number)

December 31, 2023

(Date of Event which Requires Filing of this Statement)

	☐	Rule 13d-1(b)
	☒	Rule 13d-1(c)
	☐	Rule 13d-1(d)

13G

¹ Includes 1,214 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 3,485 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 696 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 444 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 480 Shares for which Warrants are exercisable within the next 60 days.

13G

¹ Includes 5,809 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 193 Shares for which Warrants are exercisable within the next 60 days.

13G

¹ Includes 1,029 Shares for which Warrants are exercisable within the next 60 days.

13G

¹ The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 12,321 Shares for which Warrants are exercisable within the next 60 days.

13G

¹ Includes 480 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 1,029 Shares for which Warrants are exercisable within the next 60 days.

13G

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

13G

¹ Includes 13,350 Shares for which Warrants are exercisable within the next 60 days.

² The percentages set forth herein are calculated based on 109,564,695 Shares outstanding as of November 2, 2023, as reported by the Company in its Form 10-Q filed with the SEC on November 6, 2023, as adjusted and approximated for the issuance of Shares in connection with the Company’s acquisition of EQRx, Inc., as described by the Company in its Form 8-K filed with the SEC on November 9, 2023.  The Reporting Persons calculate that there are 163,796,510 Shares outstanding as so adjusted and approximated.

This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on November 9, 2023 (together with all prior and current amendments thereto, this “Schedule 13G”).

Preliminary Note:

As of the date of this report, the Farallon Funds hold an aggregate of: (i) 6,736,854 Shares; and (ii) 120,085 Common Stock Purchase Warrants (the “Warrants”), each of which currently is exercisable, pursuant to the terms thereof, to purchase 0.1112 Shares.

Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below.

    Revolution Medicines, Inc. (the “Company”)

    700 Saginaw Drive, Redwood City, CA 94063

Title of Class of Securities and CUSIP Number (Items 2(d) and (e))

This statement relates to shares of Common Stock, par value $0.0001 per share (the “Shares”) of the Company.  The CUSIP number of the Shares is 76155X100.

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

(i)	Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants;

(ii)	Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants;

(iii)

Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants;

(iv)	Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants;

(v)	Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants;

(vi)	Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants;

(vii)

Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants;

(viii)

Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it and the Shares that it has the right to acquire upon the exercise of Warrants; and

(ix)	Farallon Healthcare Partners Master, L.P., a Cayman Islands exempted limited partnership (“FHPM”), with respect to the Shares held by it.

FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI, F5MI and FHPM are together referred to herein as the “Farallon Funds.”

(x)

Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of each of the FCIP V General Partner (as defined below) and the FHPM General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI and the Shares that each of the Farallon Funds other than F5MI has the right to acquire upon the exercise of Warrants.

(xi)	Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V and the Shares that FCIP V has the right to acquire upon the exercise of Warrants.

(xii)

Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI and the Shares that F5MI has the right to acquire upon the exercise of Warrants.

(xiii)

Farallon Healthcare Partners (GP), L.L.C., a Delaware limited liability company (the “FHPM General Partner”), which is the general partner of FHPM, with respect to the Shares held by FHPM.

(xiv)

The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, with respect to the Shares held by the Farallon Funds and the Shares that the Farallon Funds have the right to acquire upon the exercise of Warrants:  Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”); William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).

Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”

The citizenship of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner is set forth above.  Each of the Farallon Individual Reporting Persons, other than Giauque and Spokes, is a citizen of the United States.  Giauque is a citizen of France. Spokes is a citizen of the United Kingdom.  The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.

Not applicable.

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.

The Shares and Warrants reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner and the FHPM General Partner, may be deemed to be a beneficial owner of all such Shares and Warrants owned by the Farallon Funds other than F5MI.  The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares and Warrants owned by FCIP V. The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares and Warrants owned by F5MI.  The FHPM General Partner, as general partner of FHPM, may be deemed to be a beneficial owner of all such Shares owned by FHPM.  Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares and Warrants owned by the Farallon Funds.  Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner, the FHPM General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares and Warrants.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be a beneficial owner of more than five percent of the class of securities, check the following: [X]

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 Not applicable.

The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c).  Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  February 12, 2024

The Powers of Attorney executed by each of Dapice, Dreyfuss, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly authorizing Dunn to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the Securities and Exchange Commission on January 31, 2023 by such Reporting Persons with respect to the Class A Ordinary Shares of ARYA Sciences Acquisition Corp IV, are hereby incorporated by reference.

EXHIBIT INDEX