SEC FORM 4

SEC FORM 4 SEC Form 4

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

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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).

1. Name and Address of Reporting Person^*

Tenzing LLC

(Last)

(First)

(Middle)

250 WEST 55TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REVIVA PHARMACEUTICALS HOLDINGS, INC. [ RVPH ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2020

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/14/2020		A		197,500⁽²⁾⁽³⁾	A	⁽²⁾⁽³⁾	2,121,750⁽¹⁾⁽²⁾⁽³⁾	D⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$11.5⁽¹⁾	12/14/2020		J⁽⁵⁾		343,000		12/14/2020⁽⁵⁾	12/14/2025⁽⁵⁾	Common Stock	343,000	⁽²⁾⁽³⁾	343,000	D⁽⁴⁾
Warrants	$11.5⁽¹⁾	12/14/2020		A		197,500		12/14/2020⁽²⁾⁽³⁾	12/14/2025⁽²⁾⁽³⁾	Common Stock	197,500	⁽²⁾⁽³⁾	540,500	D⁽⁴⁾

1. Name and Address of Reporting Person^*

Tenzing LLC

(Last)

(First)

(Middle)

250 WEST 55TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SAXENA PARAG

(Last)

(First)

(Middle)

250 WEST 55TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Nayar Rahul

(Last)

(First)

(Middle)

250 WEST 55TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately prior to the consummation of the issuer's initial business combination on December 14, 2020 (the "Business Combination"), the issuer changed its corporate structure and domicile by way of continuation from an exempted company incorporated under the laws of the British Virgin Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Pursuant to the Domestication, each outstanding ordinary share of the issuer was converted into one share of the issuer's common stock (the "common stock") and each outstanding public warrant of the issuer was converted into a warrant to acquire the common stock. The reporting person held 1,924,250 ordinary shares prior to the Business Combination, which were converted into 1,924,500 shares of common stock upon the Domestication.

2. In connection with the consummation of the Business Combination, Tenzing LLC (the "Reporting Person" or the "Sponsor") elected to convert an aggregate principal amount of $1,975,000 of promissory notes issued to the Sponsor by the issuer into 197,500 units, representing 197,500 shares of common stock and 197,500 warrants to purchase shares of common stock. These warrants underlie units consisting of one share of common stock and one warrant, which were purchased by the Reporting Person for $10.00 per unit on August 20, 2018, pursuant to an amended and restated unit subscription agreement by and between the Sponsor and the issuer.

3. The Reporting Person acquired beneficial ownership of the warrants in connection with the consummation of the Business Combination on December 14, 2020. Each warrant is exercisable to purchase one share of common stock, subject to adjustment pursuant to the terms of the warrants. The warrants become exercisable on December 14, 2020 and expire at 5:00 p.m., New York City time, on December 14, 2025, or earlier upon their redemption or the liquidation of the issuer pursuant to the terms of the warrants.

4. These securities held by the Sponsor are beneficially owned by Rahul Nayar and Parag Saxena, the issuer's Chairman, and the managing members of the Sponsor, who have joint voting and dispositive power over the securities held by the Sponsor. Mr. Nayar and Mr. Saxena disclaim beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest.

5. These warrants underlie units consisting of one share of common stock and one warrant, which were purchased by the Reporting Person for $10.00 per unit on August 20, 2018, pursuant to an amended and restated unit subscription agreement by and between the Sponsor and the issuer. These warrants were acquired in connection with the issuer's initial public offering. Each whole warrant is exercisable to purchase one share of common stock, subject to adjustment pursuant to the terms of the warrants. The warrants become exercisable on December 14, 2020 and expire at 5:00 p.m., New York City time, on December 14, 2025, or earlier upon their redemption or the liquidation of the issuer pursuant to the terms of the warrants.

	/s/ Parag Saxena, Managing Member of Tenzing LLC	12/28/2020
	/s/ Rahul Nayar, Managing Member of Tenzing LLC	12/28/2020
	** 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).
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SEC Form 4 filed