5 1 doc1.htm Form 5
Form 5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

ANNUAL STATEMENT OF CHANGES
BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
1. Name and Address of Reporting Person*
Krevlin, Glenn J.
2. Issuer Name and Ticker or Trading Symbol
Restoration Hardware, Inc.   (RSTO)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_X_ Director                    ___ 10% Owner
___ Officer (give             ___ Other (specify
                  title below)                     below)


(Last)             (First)            (Middle)

650 Madison Avenue, 26th Floor
3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Year
02/2002
(Street)

New York, NY 10022
5. If Amendment, Date of Original (Month/Year)
7. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)
2. Transaction Date
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Owner-
ship 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             243,000(1) I By Glenhill Capital Overseas Partners, Ltd. and Glenhill Capital, LP
* If the form is filed by more than one reporting person, see instruction 4(b)(v).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
(Over)
SEC 2270 (3-99)
FORM 5 (continued)
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)
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
Underlying Securities
(Instr. 3 and 4)
8. Price of
Derivative
Security
(Instr. 5)
9.Number of
Derivative
Securities
Beneficially
Owned at
End of
Year
(Instr. 4)
10. Ownership
Form of
Derivative
Security:
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
Non-Qualified Stock Option (Right to Buy) $4.00 03/22/2001 (2) A   7,000   03/22/2001 03/22/2011 Common Stock 7,000   7,000 D  
Series A Preferred Stock                 Common Stock 683,298   1,364(1) I Glenhill Capital, LP
Series A Preferred Stock                 Common Stock 60,615   121 D  
Explanation of Responses:

(1) The reporting person is the managing member of a limited liability company that indirectly owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(2) Stock options granted under the 1998 Stock Incentive Plan. The options are immediately exercisable but the shares issuable upon the exercise of the options subject to a repurchase right of which one-third lapses upon each anniversary of the date of grant.


** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Glenn J. Krevlin
**Signature of Reporting Person
03/18/2002 
Date
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