UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
REVOLVE GROUP, LLC*
(Exact name of registrant as specified in its charter)
| Delaware | 46-1640160 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
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16800 Edwards Road Cerritos, CA 90703 |
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| (Address of principal executive offices and zip code) | ||
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which
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| Class A Common Stock, par value $0.001 per share | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-227614
Securities to be registered pursuant to Section 12(g) of the Act: None
| * |
Revolve Group, LLC, a limited liability company organized under the laws of Delaware, is the registrant filing this Registration Statement with the Securities and Exchange Commission. Prior to the listing on the New York Stock Exchange, Revolve Group, LLC will be converted into a corporation organized under the laws of Delaware, pursuant to the Delaware Limited Liability Company Act Section 18-216 and the General Corporation Law of the State of Delaware Section 265 and renamed Revolve Group, Inc. The Class A Common Stock to be listed on the New York Stock Exchange and referred to herein are securities of Revolve Group, Inc. |
| Item 1. |
Description of Registrant’s Securities to be Registered |
Revolve Group, Inc. (the “Registrant”) hereby incorporates by reference the description of its Class A common stock, par value $0.001 per share, to be registered hereunder contained under the heading “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-1 (File No. 333-227614), as originally filed with the Securities and Exchange Commission (the “Commission”) on September 28, 2018, as amended (the “Registration Statement”), and in the prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.
| Item 2. |
Exhibits |
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on the New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: June 3, 2019 | REVOLVE GROUP, INC. | |||||
| By: |
/s/ Michael Karanikolas |
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| Michael Karanikolas | ||||||
| Co-Chief Executive Officer | ||||||