SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Preston Jack M

(Last)

(First)

(Middle)

C/O RH

15 KOCH ROAD, SUITE K

(Street)

CORTE MADERA

94925

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/29/2019

3. Issuer Name and Ticker or Trading Symbol
RH [ RH ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit (RSU)	⁽¹⁾	⁽¹⁾	Common Stock	9,000	⁽²⁾	D
Restricted Stock Unit (RSU)	⁽³⁾	⁽³⁾	Common Stock	10,000	⁽²⁾	D
Restricted Stock Unit (RSU)	⁽⁴⁾	⁽⁴⁾	Common Stock	1,000	⁽²⁾	D
Stock Option (Right to Buy)	⁽⁵⁾	04/20/2026	Common Stock	27,500	$44.52	D
Stock Option (Right to Buy)	⁽⁶⁾	06/26/2026	Common Stock	6,000	$25.39	D
Stock Option (Right to Buy)	⁽⁷⁾	05/07/2024	Common Stock	40,000	$61.3	D
Stock Option (Right to Buy)	⁽⁸⁾	05/05/2025	Common Stock	6,250	$87.31	D

Explanation of Responses:

1. This restricted stock unit award will vest with respect to 3,000 of the units annually on each of June 16, 2019 through 2021, subject to continuous service.

2. Each restricted stock unit represents a contingent right to receive one share of RH common stock.

3. This restricted stock unit award will vest with respect to all 10,000 remaining units on June 16, 2019, subject to continuous service.

4. This restricted stock unit award will vest with respect to 500 of the units annually on each of June 16, 2019 through 2020, subject to continuous service.

5. This option award is vested and exercisable with respect to 9,500 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, 2019 through 2021, subject to continuous service.

6. This option award is vested and exercisable with respect to 1,500 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, 2019 through 2021, subject to continuous service.

7. This option award is vested and exercisable with respect to 30,000 of the shares and will become fully vested on May 8, 2019, subject to continuous service.

8. This option award is vested and exercisable with respect to 3,750 of the shares and will vest and become exercisable with respect to an additional 1,250 of the shares annually on each of May 6, 2019 through 2020, subject to continuous service.

Remarks:

	/s/ Edward T. Lee as Attorney-In-Fact	04/02/2019
	** 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 5 (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.