Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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Revolve Group, Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value (Title of Class of Securities) |
76156B107 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 76156B107 |
| 1 | Names of Reporting Persons
MMMK Development, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,883,465.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
43.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13G
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| CUSIP No. | 76156B107 |
| 1 | Names of Reporting Persons
Michael Karanikolas | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
31,006,465.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
43.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 76156B107 |
| 1 | Names of Reporting Persons
Michael Mente | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,956,465.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
43.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Revolve Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
12889 Moore Street, Cerritos, California 90703 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by each of the following persons (each a "Reporting Person," and together, the "Reporting Persons"): MMMK Development, Inc. Michael Karanikolas Michael Mente | |
| (b) | Address or principal business office or, if none, residence:
The address for each of the Reporting Persons is c/o Revolve Group, Inc., 12889 Moore Street, Cerritos, California 90703. | |
| (c) | Citizenship:
MMMK Development, Inc. is incorporated in the state of Delaware and each of Michael Karanikolas and Michael Mente are citizens of the United States. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value | |
| (e) | CUSIP No.:
76156B107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the responses to Item 9 on the attached cover pages. | |
| (b) | Percent of class:
See the responses to Item 11 on the attached cover pages. Based on 40,298,699 shares of Class A common stock outstanding as of February 18, 2025, as reported in Revolve Group, Inc.'s Annual Report on Form 10-K for the year ended Decemebr 31, 2024, filed with the Securities and Exchange Commission on February 25, 2025. With regard to MMMK Development, Inc., 43.4%; with regard to Michael Karanikolas 43.5%; and with regard to Michael Mente 43.5%. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages. With regard to Michael Karanikolas, such response represents shares of Class A common stock held directly by Michael Karanikolas. With regard to Michael Mente, such response represents (i) 73,000 shares of Class A common stock held directly by Mr. Mente and (ii) 35,331 shares of Class B common stock held directly by Mr. Mente, which are convertible into shares of Class A common stock on a one-for-one basis at any time at the holder's election, and which convert automatically upon any transfer. | ||
| (ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages. Such responses represent an equal number of shares of Class B common stock, which are convertible into shares of Class A common stock on a one-for-one basis at any time at the holder's election, and which convert automatically upon any transfer. Such shares are directly held by MMMK Development, Inc. for the benefit of Michael Karanikolas and Michael Mente. Messrs. Karanikolas and Mente are the stockholders of MMMK Development, Inc. and share voting and dispositive power over the shares held by MMMK Development, Inc. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages. With regard to Michael Karanikolas, such response represents shares of Class A common stock held directly by Michael Karanikolas. With regard to Michael Mente, such response represents (i) 73,000 shares of Class A common stock held directly by Mr. Mente and (ii) 35,331 shares of Class B common stock held directly by Mr. Mente, which are convertible into shares of Class A common stock on a one-for-one basis at any time at the holder's election, and which convert automatically upon any transfer. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages. Such responses represent an equal number of shares of Class B common stock, which are convertible into shares of Class A common stock on a one-for-one basis at any time at the holder's election, and which convert automatically upon any transfer. Such shares are directly held by MMMK Development, Inc. for the benefit of Michael Karanikolas and Michael Mente. Messrs. Karanikolas and Mente are the stockholders of MMMK Development, Inc. and share voting and dispositive power over the shares held by MMMK Development, Inc. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |