Callagy Morgan converted options into 1,045,361 shares and disposed of 109,747 shares, decreasing direct ownership by 10% to 495,486 units (SEC Form 4)
$RCAC
Blank Checks
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Revelstone Capital Acquisition Corp. [ RCAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/27/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, par value $0.0001 per share | 07/27/2023 | 07/27/2023 | C | 550,361 | A | $0.00 | 550,358 | D(1) | ||
| Class A Common Stock, par value $0.0001 per share | 07/27/2023 | 07/27/2023 | C | 495,000 | A | $0.00 | 495,000(3) | I(1)(3) | See footnote(3) | |
| Class A Common Stock, par value $0.0001 per share | 07/27/2023 | 07/27/2023 | J(4) | 54,874 | D | $0.00 | 495,486 | D | ||
| Class A Common Stock, par value $0.0001 per share | 07/27/2023 | 07/27/2023 | J(4) | 54,873 | D | $0.00 | 440,127(3) | I(3) | See footnote(3) | |
|
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock, par value $0.0001 per share | (1) | 07/27/2023 | C | 550,358 | (1) | (1) | Class A Common Stock | 550,358 | $0.00 | 3(2) | D(2) | ||||
| Class B Common Stock, par value $0.0001 per share | (1) | 07/27/2023 | C | 495,000 | (1) | (1) | Class A Common Stock | 495,000 | $0.00 | 0 | I(3) | See footnote(3) | |||
| Explanation of Responses: |
| 1. Each share of Class B Common Stock, par value $0.0001 per share, was converted into one share of Class A Common Stock, par value $0.0001 per share, of the issuer for no consideration |
| 2. As described in the issuer's registration statement on Form S-1 (File No. 333-261352) under the heading "Description of Securities," the shares of Class B common stock of the issuer will automatically convert into shares of Class A common stock of the issuer at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date. |
| 3. La Jolla Group, Inc., is the record holder of the securities reported herein, of which the reporting person is a director. As a director of La Jolla Group, Inc., Mr. Callagy has voting and dispositive power over the securities held directly by La Jolla Group, Inc., and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 4. After the conversion of shares of Class B Common Stock to shares of Class A Common Stock, these shares were transferred from the reporting person pursuant to a Stock Transfer Agreement dated July 27, 2023 for no consideration. |
| /s/ Morgan Callagy | 01/04/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||