0001405086-13-000251.txt : 20130718 0001405086-13-000251.hdr.sgml : 20130718 20130718181912 ACCESSION NUMBER: 0001405086-13-000251 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130717 FILED AS OF DATE: 20130718 DATE AS OF CHANGE: 20130718 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Restoration Hardware Holdings Inc CENTRAL INDEX KEY: 0001528849 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 453052669 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 15 KOCH ROAD STREET 2: SUITE J CITY: CORTE MADERA STATE: CA ZIP: 94925 BUSINESS PHONE: 415-924-1005 MAIL ADDRESS: STREET 1: 15 KOCH ROAD STREET 2: SUITE J CITY: CORTE MADERA STATE: CA ZIP: 94925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dahnke Scott Arnold CENTRAL INDEX KEY: 0001545446 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35720 FILM NUMBER: 13975617 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CP6 Management, L.L.C. CENTRAL INDEX KEY: 0001555549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35720 FILM NUMBER: 13975618 BUSINESS ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-4901 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Catterton Managing Partner VI, L.L.C. CENTRAL INDEX KEY: 0001555543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35720 FILM NUMBER: 13975619 BUSINESS ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-4901 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CP Home Holdings, LLC CENTRAL INDEX KEY: 0001561192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35720 FILM NUMBER: 13975620 BUSINESS ADDRESS: STREET 1: 599 WEST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-4901 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2013-07-17 0 0001528849 Restoration Hardware Holdings Inc RH 0001561192 CP Home Holdings, LLC 599 WEST PUTNAM AVE GREENWICH CT 06830 0 0 1 0 0001555543 Catterton Managing Partner VI, L.L.C. 599 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001555549 CP6 Management, L.L.C. 599 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001545446 Dahnke Scott Arnold 599 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock 2013-07-17 4 S 0 3280390 67.8125 D 4533279 I See footnotes Home Holdings ("Home Holdings") holds 9,978,171 shares of common stock of the Issuer (the "Shares"). Home Holdings is held by a private investor group, including (i) CP Home Holdings, LLC, an investment entity managed by funds affiliated with Catterton Management Company, LLC, (ii) Tower Three Home LLC, an investment fund managed by Tower Three Partners, LLC, and (iii) funds affiliated with Glenhill Capital Management LLC. Each of the Reporting Persons may be deemed to be a member of a group exercising voting and investment control over the shares of common stock held by Home Holdings. However, each Reporting Person disclaims membership in any such group and disclaims beneficial ownership of the Shares, except to the extent of its or his pecuniary interest therein. CP Home Holdings, LLC ("CP Home Holdings") holds 4,533,279 shares of common stock of the Issuer indirectly through Home Holdings. Catterton Managing Partner VI, L.L.C. ("Catterton Managing Partner" and together with CP Home Holdings and CP6 Management, L.L.C., the "Catterton Entities") is the managing member of CP Home Holdings. CP6 Management, L.L.C. is the managing member of Catterton Managing Partner and Scott A. Dahnke is a member of the managing board of CP6 Management, L.L.C. (Continued in Footnote 3). (Continued from Footnote 2) By virtue of these relationships, Catterton Managing Partner and Scott A. Dahnke may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by the Catterton Entities. Catterton Managing Partner, Scott A. Dahnke and each of the Catterton Entities expressly disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein. /s/James Michael Chu 2013-07-18 EX-24 2 poacatterton.txt POWER OF ATTORNEY Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitute and appoint each of J. Michael Chu, Scott Dahnke, Marc Magliacano and Dave McPherson signing singly, the undersigned's true and lawful attorney- in-fact to: 1. execute for and on behalf of the undersigned a Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules; and 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID and Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by Restoration Hardware Holdings, Inc., a Delaware corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys- in-fact. IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of November 1, 2012. CATTERTON MANAGING PARTNER VI, L.L.C. By: CP6 Management, L.L.C., its managing member By: /s/ Scott A. Dahnke Name: Scott A. Dahnke Title: Authorized Person CP HOME HOLDINGS, LLC By: Catterton Managing Partner VI, L.L.C., its general partner By: CP6 Management, L.L.C., its managing member By: /s/ Scott A. Dahnke Name: Scott A. Dahnke Title: Authorized Person CP6 MANAGEMENT, L.L.C. By: /s/ Scott A. Dahnke Name: Scott A. Dahnke Title:Authorized Person /s/ Scott A. Dahnke Scott A. Dahnke