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 NY 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)
12/15/2020
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $11.5(1) 12/15/2020 J(1) 540,500(1) 12/14/2020(1) 12/14/2025(1) Common Stock 540,500 (1) 0 D(2)
1. Name and Address of Reporting Person*
Tenzing LLC
(Last) (First) (Middle)
250 WEST 55TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SAXENA PARAG
(Last) (First) (Middle)
250 WEST 55TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Nayar Rahul
(Last) (First) (Middle)
250 WEST 55TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. In connection with the consummation of the issuer's initial business combination on December 14, 2020 (the "Business Combination"), Tenzing LLC (the "Reporting Person" or the "Sponsor") agreed to transfer 540,500 warrants to acquire shares of common stock of the issuer to a certain shareholder of the issuer in exchange for such shareholder's agreement to waive and not to exercise any right to redeem or convert shares of the issuer in connection with the Business Combination. Each warrant is exercisable to purchase one share of common stock, subject to adjustment pursuant to the terms of the warrants. The warrants became 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.
2. 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.
/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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