Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP
2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2014
3. Issuer Name and Ticker or Trading Symbol
Revance Therapeutics, Inc. [RVNC]
(Last)
(First)
(Middle)
C/O ESSEX WOODLANDS HEALTH VENTURES, 335 BRYANT STREET, THIRD FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94301
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series E-3 Convertible Preferred Stock   (1)   (2) Common Stock 575,384 (3) (4) $ (1) (4) I See Footnote (5)
Series E-3 Convertible Preferred Stock   (1)   (2) Common Stock 41,485 (3) (4) $ (1) (4) I See Footnote (6)
Series E-3 Convertible Preferred Stock   (1)   (2) Common Stock 18,037 (3) (4) $ (1) (4) I See Footnote (7)
Series E-4 Convertible Preferred Stock   (1)   (2) Common Stock 1,801,888 (3) (4) $ (1) (4) I See Footnote (5)
Series E-4 Convertible Preferred Stock   (1)   (2) Common Stock 129,916 (3) (4) $ (1) (4) I See Footnote (6)
Series E-4 Convertible Preferred Stock   (1)   (2) Common Stock 56,485 (3) (4) $ (1) (4) I See Footnote (7)
Series E-5 Convertible Preferred Stock   (1)   (2) Common Stock 404,124 (3) (4) $ (1) (4) I See Footnote (5)
Series E-5 Convertible Preferred Stock   (1)   (2) Common Stock 29,137 (3) (4) $ (1) (4) I See Footnote (6)
Series E-5 Convertible Preferred Stock   (1)   (2) Common Stock 12,668 (3) (4) $ (1) (4) I See Footnote (7)
Convertible Promissory Notes   (8)   (8) Common Stock 596,812 (8) $ (8) I See Footnote (5)
Convertible Promissory Notes   (9)   (9) Common Stock 43,029 (9) $ (9) I See Footnote (6)
Convertible Promissory Notes   (10)   (10) Common Stock 18,708 (10) $ (10) I See Footnote (7)
Warrant to Purchase Common Stock   (11)   (11) Common Stock 369,124 (3) (11) $ (12) I See Footnote (5)
Warrant to Purchase Common Stock   (11)   (11) Common Stock 26,605 (3) (11) $ (12) I See Footnote (6)
Warrant to Purchase Common Stock   (11)   (11) Common Stock 11,560 (3) (11) $ (12) I See Footnote (7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP
C/O ESSEX WOODLANDS HEALTH VENTURES
335 BRYANT STREET, THIRD FLOOR
PALO ALTO, CA 94301
    X    
ESSEX WOODLANDS HEALTH VENTURES FUND VIII-A LP
C/O ESSEX WOODLANDS HEALTH VENTURES
335 BRYANT STREET, THIRD FLOOR
PALO ALTO, CA 94301
    X    
ESSEX WOODLANDS HEALTH VENTURES FUND VIII-B LP
C/O ESSEX WOODLANDS HEALTH VENTURES
335 BRYANT STREET, THIRD FLOOR
PALO ALTO, CA 94301
    X    

Signatures

/s/ Gordon Ho, Attorney-in-fact 02/05/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Immediately convertible into shares of the Issuer's Common Stock.
(2) These shares have no expiration date.
(3) Reflect a 1-for-15 reverse stock split of the Company's issued and outstanding securities effective February 3, 2014.
(4) Each share shall automatically convert into 1 share of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
(5) The shares are held by Essex Woodlands Health Ventures Fund VIII, L.P. ("Essex Fund VIII"). The voting and dispositive decisions with respect to the shares held by Essex Fund VIII are made by its general partner, Essex Woodland Health Ventures VIII, LLC (Essex VIII LLC) and one of Issuer's directors, Ronald W Eastman.
(6) The shares are held by Essex Woodlands Health Ventures Fund VIII-A, L.P. ("Essex Fund VIII-A"). The voting and dispositive decisions with respect to the shares held by Essex Fund VIII-A are made by its general partner, Essex Woodland Health Ventures VIII, LLC (Essex VIII LLC) and one of Issuer's directors, Ronald W Eastman.
(7) The shares are held by Essex Woodlands Health Ventures Fund VIII-B, L.P. ("Essex Fund VIII-B"). The voting and dispositive decisions with respect to the shares held by Essex Fund VIII-B are made by its general partner, Essex Woodland Health Ventures VIII, LLC (Essex VIII LLC) and one of Issuer's directors, Ronald W Eastman.
(8) Principal amount of $8,609,375.00 plus interest accrued through October 7, 2014, at the rate of 12% per annum shall convert automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price that equals to 100% of the per share price of the Common Stock sold in the Issuer's initial public offering.
(9) Principal amount of $620,738.64 plus interest accrued through October 7, 2014, at the rate of 12% per annum shall convert automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price that equals to 100% of the per share price of the Common Stock sold in the Issuer's initial public offering.
(10) Principal amount of $269,886.36 plus interest accrued through October 7, 2014, at the rate of 12% per annum shall convert automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price that equals to 100% of the per share price of the Common Stock sold in the Issuer's initial public offering.
(11) Automatically net exercisable contingent upon and effective immediately prior to the closing of the Issuer's initial public offering.
(12) The exercise price is $0.15 per share which reflects the 1-for-15 reverse split effective February 3, 2014.

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