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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Preston Jack M
(Last) (First) (Middle)
C/O RH
15 KOCH ROAD, SUITE K
(Street)
CORTE MADERA CA 94925
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RH [ RH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2019
4. If Amendment, Date of 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
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
Common Stock 12/09/2019 M 1,500 A $44.52 11,850(1) D
Common Stock 12/09/2019 M 3,000 A $25.39 14,850 D
Common Stock 12/09/2019 S 1,500 D $238.4541(2) 13,350 D
Common Stock 12/09/2019 S 1,500 D $238.3316(3) 11,850 D
Common Stock 12/09/2019 S 1,500 D $237.4554 10,350 D
Common Stock 12/09/2019 S 806 D $240.2661(4) 9,544 D
Common Stock 12/09/2019 S 1,000 D $240 8,544 D
Common Stock 12/09/2019 S 1,000 D $239.7579(5) 7,544 D
Common Stock 12/10/2019 M 1,500 A $44.52 9,044 D
Common Stock 12/10/2019 S 1,500 D $234.0554 7,544 D
Common Stock 12/11/2019 M 4,500 A $44.52 12,044 D
Common Stock 12/11/2019 S 1,500 D $233 10,544 D
Common Stock 12/11/2019 S 1,500 D $231.4607 9,044 D
Common Stock 12/11/2019 S 1,500 D $231.1269(6) 7,544 D
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
Stock Option (Right to Buy) $44.52 12/09/2019 M 1,500 (7) 04/20/2026 Common Stock 1,500 $0.00 26,000 D
Stock Option (Right to Buy) $25.39 12/09/2019 M 3,000 (8) 06/26/2026 Common Stock 3,000 $0.00 3,000 D
Stock Option (Right to Buy) $44.52 12/10/2019 M 1,500 (7) 04/20/2026 Common Stock 1,500 $0.00 24,500 D
Stock Option (Right to Buy) $44.52 12/11/2019 M 4,500 (7) 04/20/2026 Common Stock 4,500 $0.00 20,000 D
Explanation of Responses:
1. Includes 2,806 shares inadvertently omitted from the reporting person's original Form 3 and the two Forms 4 filed by the reporting person after his original Form 3 was filed, as reported in the reporting person's Form 3/A filed on July 18, 2019.
2. This transaction was executed in multiple trades ranging from $238.4533 to $238.4542. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth herein.
3. This transaction was executed in multiple trades ranging from $238.2343 to $238.485. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth herein.
4. This transaction was executed in multiple trades ranging from $240.2565 to $240.2950. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth herein.
5. This transaction was executed in multiple trades ranging from $239.71 to $239.7632. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth herein.
6. This transaction was executed in multiple trades ranging from $231.12 to $231.13. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth herein.
7. This option award is vested and exercisable with respect to 18,000 of the shares and will vest and become exercisable with respect to an additional 6,000 of the shares annually on each of April 21, 2020 and April 21, 2021, subject to continuous service.
8. This option award is vested and exercisable with respect to 4,500 of the shares and will vest and become exercisable with respect to an additional 1,500 of the shares annually on each of June 27, 2020 and June 27, 2021, subject to continuous service.
Remarks:
/s/ Edward T. Lee as Attorney-In-Fact 12/11/2019
** 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.