Baker Bros. Advisors and related persons report beneficial ownership of 9,364,972 shares of Revolution Medicines, Inc. common stock, representing 5.0% of 186,901,268 shares outstanding as of June 30, 2025. The holdings are held through two funds: 667, L.P. (0.4%) and Baker Brothers Life Sciences, L.P. (4.6%). The filing states the Adviser has sole voting and dispositive power over the funds' securities under management agreements and that certain prefunded warrants exist but cannot currently be exercised because of a 4.99% ownership cap on exercise.
Positive
Material disclosure of 5.0% stake provides transparency on significant ownership in RVMD
Adviser has sole voting and dispositive authority, clarifying who controls the funds' voting decisions
Prefunded warrants disclosed, informing investors of potential future issuance mechanics and caps
Negative
Prefunded warrants are currently non‑exercisable due to a 4.99% cap, limiting immediate conversion into common shares
Concentrated 5.0% position may attract investor or market attention even though filing states passive intent
Insights
TL;DR: A disclosed 5.0% passive stake by a prominent life‑sciences investor signals notable ownership but no stated intent to change control.
Baker Bros. Advisors LP and affiliated reporting persons disclose an aggregate 9,364,972‑share position, equal to 5.0% of outstanding shares, held through two funds. The Adviser has sole voting and dispositive authority per management agreements, centralizing decision rights for these holdings. Prefunded warrants exist but are subject to a 4.99% exercise cap and therefore are not presently exercisable. This is a routine 13G disclosure reflecting passive investment status rather than an active control push.
TL;DR: Reporting shows concentrated influence via advisory control, but the filing affirms ordinary-course, non-control intent.
The filing clarifies that although the Adviser has complete discretion over the Funds' voting and disposition powers, the Schedule 13G classification and the signed certifications represent that the position is held in the ordinary course of business and not for control. The existence of prefunded warrants with exercise limits is a governance detail that constrains immediate dilution or ownership increases from these instruments. The disclosure provides investors clear provenance of who directs the reported shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Revolution Medicines, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
76155X100
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
76155X100
1
Names of Reporting Persons
Baker Bros. Advisors LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,364,972.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,364,972.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,364,972.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
76155X100
1
Names of Reporting Persons
Baker Bros. Advisors (GP) LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,364,972.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,364,972.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,364,972.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
76155X100
1
Names of Reporting Persons
Julian C. Baker
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,364,972.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,364,972.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,364,972.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
76155X100
1
Names of Reporting Persons
Felix J. Baker
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,364,972.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,364,972.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,364,972.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Revolution Medicines, Inc.
(b)
Address of issuer's principal executive offices:
700 Saginaw Drive Redwood City, CA, 94063
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by Baker Bros. Advisors LP (the "Adviser"), Baker Bros. Advisors (GP) LLC (the "Adviser GP"), Julian C. Baker and Felix J. Baker (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd Floor
New York, NY 10014
(212) 339-5690
(c)
Citizenship:
The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
76155X100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock ("Common Stock") of Revolution Medicines, Inc. (the "Issuer") directly held by each of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds") which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as Common Stock that may be acquired upon exercise of prefunded warrants with no expiration date exercisable at any time for Common Stock on a 1-for-1 basis at an exercise price of $0.0001 per share, subject to limitations on exercise described below ("Prefunded Warrants").
The percentage of beneficial ownership for each of the Reporting Persons reported herein and the information set forth below is based on 186,901,268 shares of Common Stock outstanding as of June 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Prefunded Warrants are only exercisable to the extent that upon giving effect or immediately prior to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders and/or their affiliates would beneficially own, for purposes of Rule 13d-3 under the Exchange Act, no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage"). By written notice to the Issuer, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. As a result of this restriction, the number of shares that may be issued upon exercise of the Prefunded Warrants by the above holders may change depending upon changes in the amount of outstanding shares of Common Stock. Due to such Maximum Percentage, the Funds cannot presently exercise any of the Prefunded Warrants.
Pursuant to the management agreements, as amended, among the Adviser, the Funds and their respective general partners, the Funds' respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments.
The Adviser GP is the sole general partner of the Adviser. The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
(b)
Percent of class:
The Funds beneficially own 9,364,972 shares of Common Stock or 5.0% of the outstanding Common Stock. 667 beneficially owns 0.4% and Life Sciences beneficially owns 4.6% of the outstanding Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
667 directly holds 772,886 shares of Common Stock and Life Sciences directly holds 8,592,086 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
667 directly holds 772,886 shares of Common Stock and Life Sciences directly holds 8,592,086 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The information in Item 4 is incorporated herein by reference.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Baker Bros. Advisors LP
Signature:
/s/ Scott L. Lessing
Name/Title:
Scott L. Lessing/ President By: Baker Bros. Advisors (GP) LLC, its general partner
What stake does Baker Bros. Advisors report in Revolution Medicines (RVMD)?
The reporting persons beneficially own 9,364,972 shares, equal to 5.0% of RVMD common stock based on 186,901,268 shares outstanding as of June 30, 2025.
Which entities hold the reported RVMD shares?
The shares are held through two funds: 667, L.P. (0.4%) and Baker Brothers Life Sciences, L.P. (4.6%).
Does Baker Bros. have voting control over these RVMD shares?
Yes. Under management agreements the Adviser has sole voting and dispositive power over the funds' securities.
Are there warrants or other instruments related to this filing?
Yes. Prefunded warrants exercisable 1‑for‑1 are disclosed but cannot presently be exercised because of a 4.99% maximum exercise cap.
When was this Schedule 13G filed and signed?
The signatures on the filing are dated 08/14/2025.
