Filing Details

(1)	The information set forth in Item 5 is incorporated herein by reference.

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of June 9, 2017.

(1)	The information set forth in Item 5 is incorporated herein by reference.

(2)	Calculation based on 52,615,412 shares of Class A Common Stock outstanding as of June 9, 2017.

This Amendment No. 5 to Schedule 13D ("Amendment No. 5"), 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 and Amendment No. 4 thereto dated May 9, 2017 (as amended, the "Schedule 13D"), is being filed with the Securities and Exchange Commission by Mr. Ronald O. Perelman, 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 III 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.

 

Item 3.  Source and Amount of Funds or Other Consideration

 

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

 

As described in more detail in Item 5(c) of this Schedule 13D, on May 12, 2017, May 18, 2017, May 30, 2017, May 31, 2017, June 8, 2017 and June 9, 2017, the MacAndrews & Forbes Reporting Persons effected open market purchases of 742,028 shares of Class A Common Stock for an aggregate purchase price of approximately $14,390,491, using cash on hand.

 

Item 5.  Interest in Securities of the Issuer

 

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 Ronald O. Perelman, 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 III 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 42,361,668 shares of Class A Common Stock reported herein, (i) 37,800,058 shares of Class A Common Stock are owned by MacAndrews & Forbes or its wholly-owned subsidiaries; (ii) 4,546,352 shares of Class A Common Stock are owned by Perelman Trust Company, LLC, and (iii) 15,258 shares of Class A Common Stock are beneficially owned by Mr. Raymond G. Perelman.  MacAndrews & Forbes may also be deemed to beneficially own the 15,258 shares of Class A Common Stock beneficially owned by Mr. Raymond G. Perelman because MacAndrews & Forbes holds an irrevocable voting proxy with respect to those shares.  Those 15,258 shares are included in the totals reported, and on Items 8, 11 and 13 on the cover pages of this Schedule 13D for all of the Reporting Persons other than Perelman Trust Company, LLC.