| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REVELATION BIOSCIENCES, INC. [ REVB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common stock | 01/10/2022(1) | J(1) | 1,958,984(1) | A | $0(1) | 1,958,984(1) | D(2)(3)(4) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On January 10, 2022, Petra Acquisition, Inc. consummated a business combination with the old Revelation Biosciences, Inc., and the reporting persons became the holders of publicly traded shares of the Common Stock of the new Revelation Biosciences, Inc., pursuant to a registration statement |
| 2. The following parties may be deemed to have the power to vote and direct the disposition of the shares of Common Stock owned by AXA IM Prime Impact Master Fund ISCA SICAV-RAIF (the "Fund"):(a) the Fund owns the shares of Common Stock reported herein, (b) the general partner of the Fund, AXA IM Prime Impact GP S.a.r.l, has appointed AXA Investment Managers Paris S.A. ("AIFM") as the alternative investment fund manager of the Fund to undertake all functions required of an external alternative investment fund manager, (c) the Fund with the consent of AIFM and duly represented by its general partner, AXA IM Prime Impact GP S.a.r.l, has also entered into a delegated portfolio management agreement with AIFM and AXA Investment Managers UK Ltd. ("AXA IM UK") in order to appoint AXA IM UK to act as the portfolio manager of the Fund, (d) AXA Investment Managers S.A. is the sole shareholder of AIFM and AXA IM UK, and (e) AXA S.A. is the controlling shareholder of AXA IM SA. |
| 3. The reporting persons do not believe that they constitute a "group" within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended, and they do not believe that they are otherwise required to attribute to each other the beneficial ownership of the securities reported herein held by them or by any persons or entities for whom or for which AIFM or AXA IM UK provides investment management services. Each of the reporting persons also disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. |
| 4. On July 28, 2022, the issuer closed a public offering, and, as a result of the dilutive effect of the public offering, the reporting persons ceased to beneficially own more than 10% of the issuer's Common Stock outstanding as of the close of business on July 28, 2022. |
| /s/ Mirko Dietz Board Member, AXA IM Prime Impact GP S.a.r.l | 02/14/2023 | |
| /s/ Paul Guillaume Board Member, AXA IM Prime Impact GP S.a.r.l | 02/14/2023 | |
| /s/ Mirko Dietz Board Member, AXA IM Prime Impact GP S.a.r.l | 02/14/2023 | |
| /s/ Paul Guillaume Board Member, AXA IM Prime Impact GP S.a.r.l | 02/14/2023 | |
| /s/ Enguerran Six Chief Compliance officer, AXA Investment Managers Paris S.A | 02/14/2023 | |
| /s/ Terrance Turner Chief Compliance Officer, AXA Investment Managers UK Ltd | 02/14/2023 | |
| /s/ Anthony Gilsoul Attorney-in-fact AXA Investment Managers S.A | 02/14/2023 | |
| /s/ Anthony Gilsoul Attorney-in-fact AXA S.A | 02/14/2023 | |
| ** 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. | ||