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
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1. Name and Address of Reporting Person*
Home Holdings, LLC

(Last) (First) (Middle)
599 WEST PUTNAM AVE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2012
3. Issuer Name and Ticker or Trading Symbol
Restoration Hardware Holdings Inc [ RH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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 25,931,257 D(1)(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Prior to the initial public offering of Restoration Hardware Holdings, Inc. (the "Issuer"), as described in the Issuer's Registration Statement (the "Registration Statement") on Form S-1, as amended (File No. 333-176767), all of the Issuer's common stock was held directly by Home Holdings, LLC. In connection with the Issuer's initial public offering, the Issuer completed a corporate reorganization as described in the Registration Statement. Following this corporate reorganization, Home Holdings, LLC no longer holds all of the Issuer's common stock and holds the amounts disclosed on this Form 3.
2. Home Holdings, LLC holds 25,931,257 shares of common stock of the Issuer. Home Holdings, LLC 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 such persons, other than Home Holdings, LLC, disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ J. Michael Chu, Member of Board of Managers of Home Holdings, LLC 11/01/2012
** 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).
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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.

                                        /s/ J. Michael Chu
                                        ---------------------------------------
                                        J. Michael Chu, Member of Board of
                                        Managers of Home Holdings, LLC