Edgar Filing: Revance Therapeutics, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Waugh Jacob

2. Issuer Name and Ticker or Trading Symbol
Revance Therapeutics, Inc. [RVNC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Scientific Officer

(Last)

(First)

(Middle)

C/O REVANCE THERAPEUTICS, INC., 7555 GATEWAY BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2014

(Street)

NEWARK, CA 94560

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/17/2014		M		1,666	A	$ 6.6	54,999	D
Common Stock	09/17/2014		M		5,000	A	$ 2.55	59,999	D
Common Stock	09/17/2014		M		5,666	A	$ 2.55	65,665	D
Common Stock	09/17/2014		M		48,437	A	$ 8.7	114,102	D
Common Stock	09/17/2014		M		8,611	A	$ 9.15	122,713	D
Common Stock	09/17/2014		S⁽¹⁾		8,611	D	$ 21.5	114,102	D
Common Stock	09/17/2014		S⁽¹⁾		44,137	D	$ 20.5995 ⁽²⁾	69,965	D
Common Stock	09/17/2014		S⁽¹⁾		4,300	D	$ 21.2765 ⁽³⁾	65,665	D
Common Stock	09/17/2014		S⁽¹⁾		11,632	D	$ 20.6162 ⁽⁴⁾	54,033	D
Common Stock	09/17/2014		S⁽¹⁾		700	D	$ 21.2643 ⁽⁵⁾	53,333	D
Common Stock	09/17/2014		S⁽¹⁾		25,833	D	$ 20.5841 ⁽⁶⁾	27,500	D
Common Stock	09/17/2014		S⁽¹⁾		2,500	D	$ 21.2693 ⁽⁷⁾	25,000	D

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 6.6

09/17/2014

1,666

⁽⁸⁾

06/18/2017

Common Stock

1,666

$ 0

Stock Option (Right to Buy)

$ 2.55

09/17/2014

5,000

⁽⁹⁾

04/29/2018

Common Stock

5,000

$ 0

Stock Option (Right to Buy)

$ 2.55

09/17/2014

5,666

⁽¹⁰⁾

07/20/2020

Common Stock

5,666

$ 0

Stock Option (Right to Buy)

$ 8.7

09/17/2014

48,437

⁽¹¹⁾

05/26/2023

Common Stock

48,437

$ 0

106,563

Stock Option (Right to Buy)

$ 9.15

09/17/2014

8,611

⁽¹²⁾

12/16/2023

Common Stock

8,611

$ 0

43,055

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Waugh Jacob C/O REVANCE THERAPEUTICS, INC. 7555 GATEWAY BOULEVARD NEWARK, CA 94560			Chief Scientific Officer

Signatures

/s/ Gordon Ho, Attorney-in-fact		09/19/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 15, 2014.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.12 to $21.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.13 to $21.48, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.14 to $21.11, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.15 to $21.37, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.13 to $21.10, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.15 to $21.47, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range.
(8)	The Option is fully vested as of July 19, 2011.
(9)	The Option is fully vested as of January 1, 2012.
(10)	The Option is fully vested as of January 1, 2014.
(11)	The Option shares shall vest as follows: 1/48th of the total number of shares subject to the Option shall vest in 48 equal monthly installments over 4 years following May 27, 2013, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan) as of such date.
(12)	The Option shares shall vest as follows: 1/48th of the total number of shares subject to the Option shall vest in 48 equal monthly installments over 4 years following December 17, 2013, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan) as of such date.

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