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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Commitment to purchase (1) (2) | $ 1.05 | 12/18/2006 | P | 57,390,623 (1) (2) | 12/18/2006 | 01/19/2007 | Class A Common Stock, par value $0.01 per share | 57,390,623 | (1) (2) | 57,390,623 (1) (2) | I | Owned through wholly owned corporations |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PERELMAN RONALD O 35 EAST 62ND STREET NEW YORK, NY 10021 |
X | X |
/s/ Barry F. Schwartz for Ronald O. Perelman pursuant to a Power of Attorney | 12/18/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | MacAndrews & Forbes Holdings Inc. ("Holdings"), a corporation wholly-owned by Ronald O. Perelman, committed to purchase from Revlon, Inc. (the "Company") in a private placement, pursuant to a Stock Purchase Agreement by and among Holdings and the Company, dated December 18, 2006, the full number of shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), that it would otherwise have been entitled to subscribe for in the Company's rights offering (the "Rights Offering"), at a price of $1.05 per share, in accordance with Holdings' basic subscription privilege (continued in footnote (2)). |
(2) | (Continued from footnote (1)) Based upon Holdings' share ownership on the record date for the Rights Offering, the Company determined that Holdings would otherwise have been entitled to purchase 57,390,623 shares of Class A Common Stock in accordance with Holdings' basic subscription privilege, with the result that Holdings would beneficially own 276,359,793 shares of Class A Common Stock (including 3,035,000 shares and options to purchase 1,525,000 shares in each case held directly by Mr. Perelman) and all of the outstanding 31,250,000 shares of the Company's Class B Common Stock following the exercise of its commitment to purchase such shares pursuant to the Stock Purchase Agreement described above. The Company commenced the Rights Offering on December 18, 2006 and may cancel it at any time prior to its consummation. |