Edgar Filing: Kretzman Robert K.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

Kretzman Robert K.

2. Issuer Name and Ticker or Trading Symbol
REVLON INC /DE/ [REV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, HR, CLO & General Counsel

(Last)

(First)

(Middle)

C/O REVLON, INC., 237 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2009

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	01/02/2009		F		5,998 ⁽¹⁾	D	$ 7.14	114,058 ⁽²⁾	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kretzman Robert K. C/O REVLON, INC. 237 PARK AVENUE NEW YORK, NY 10017			EVP, HR, CLO & General Counsel

Signatures

/s/ Robert K. Kretzman		01/05/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Mr. Kretzman did not sell any of the 5,998 reported shares. Rather, this amount represents shares withheld pursuant to the terms of a shareholder-approved stock plan for the payment of federal and state withholding taxes due upon the 1/2/09 vesting of 15,000 of the 45,000 shares of restricted stock Mr. Kretzman was granted on 12/10/07 (as adjusted for Revlon, Inc.'s September 2008 1-for-10 reverse stock split). These 5,998 withheld shares are not sold on the open market and become Revlon, Inc. treasury shares.
(2)	Of these 114,058 shares reflected as beneficially owned, (a) 6,249 shares are unvested restricted shares that the reporting person was granted on 11/16/06, which vest on 11/16/09, (b) 30,000 shares are unvested restricted shares that the reporting person was granted on 12/10/07, 15,000 shares of which vest on 1/2/10 and 15,000 shares of which vest on 1/2/11, and (c) 38,600 shares are unvested restricted shares that the reporting person was granted on 12/8/08, 12,866 shares of which vest on 1/10/10, 12,867 shares of which vest on 1/10/11 and 12,867 shares of which vest on 1/10/12 (in each case as adjusted for Revlon, Inc.'s September 2008 1-for-10 reverse stock split).

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