Form: 3

Initial statement of beneficial ownership of securities

November 28, 2017

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*
Stanchak David

(Last) (First) (Middle)
C/O RH
15 KOCH ROAD, SUITE K

(Street)
CORTE MADERA CA 94925

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2017
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)
See Remarks
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 23,100 I By Trust(1)
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
Restricted Stock Unit (RSU) (2) (2) Common Stock 15,000 (3) D
Restricted Stock Unit (RSU) (4) (4) Common Stock 12,000 (3) D
Stock Option (Right to Buy) (5) 04/22/2025 Common Stock 25,000 91.69 D
Stock Option (Right to Buy) (5) 04/27/2025 Common Stock 75,000 90.92 D
Stock Option (Right to Buy) (6) 04/20/2026 Common Stock 35,000 44.52 D
Stock Option (Right to Buy) (7) 06/26/2026 Common Stock 20,000 25.39 D
Stock Option (Right to Buy) (8) 08/28/2027 Common Stock 20,000 45.21 D
Explanation of Responses:
1. Held by Cynthia Stanchak, as trustee of the Living Water II Trust.
2. This restricted stock unit award vested with respect to 20% of the units on each of April 22, 2016 and April 22, 2017, and the remaining 60% of the units will vest with respect to 20% annually on each of April 22, 2018 through 2020, subject to continuous service.
3. Each restricted stock unit represents a contingent right to receive one share of RH common stock.
4. This restricted stock unit award vested with respect to 20% of the units on June 16, 2017, and the remaining 80% of the units will vest with respect to 20% annually on each of June 16, 2018 through 2021, subject to continuous service.
5. This option award vested and became exercisable with respect to 20% of the options on each of April 22, 2016 and April 22, 2017, and the remaining 60% of the options will vest with respect to 20% annually on each of April 22, 2018 through 2020, subject to continuous service.
6. This option award vested and became exercisable with respect to 20% of the options on April 21, 2017, and the remaining 80% of the options will vest with respect to 20% annually on each of April 21, 2018 through 2021, subject to continuous service..
7. This option award vested and become exercisable with respect to 20% of the options on June 27, 2017, and the remaining 80% of the options will vest a with respect to 20% annually on each of June 27, 2018 through 2021, subject to continuous service.
8. This option award will vest and become exercisable with respect to 20% of the options annually on t with respect to 20% annually on each of August 29, 2018 through 2022, subject to continuous service.
Remarks:
President, Chief Real Estate & Development Officer
/s/ Edward T. Lee as Attorney-In-Fact 11/28/2017
** 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.