SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on August 9, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
RH
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74967X103
(CUSIP Number)
July 31, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see Instructions).
CUSIP No.: 74967X103
1 |
NAME OF REPORTING PERSON
LMM LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
52-2204753
|
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3 | SEC USE ONLY | ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
2,155,050
|
|
6 |
SHARED VOTING POWER
0
|
||
7 |
SOLE DISPOSITIVE POWER
2,155,050
|
||
8 |
SHARED DISPOSITIVE POWER
0
|
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,050
|
||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.2%
|
||
12 |
TYPE OF REPORTING PERSON
IA
|
CUSIP No.: 74967X103
1 |
NAME OF REPORTING PERSON
Miller Opportunity Trust, a series of Trust for Advised Portfolios
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
52-2203385
|
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3 | SEC USE ONLY | ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
1,450,000
|
|
6 |
SHARED VOTING POWER
0
|
||
7 |
SOLE DISPOSITIVE POWER
1,450,000
|
||
8 |
SHARED DISPOSITIVE POWER
0
|
||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,450,000 (This amount is also included in the aggregate amount reported by LMM LLC)
|
||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.87%
|
||
12 |
TYPE OF REPORTING PERSON
IV
|
CUSIP No.: 74967X103
ITEM 1(a). |
NAME OF ISSUER:
RH
|
|
ITEM 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
15 KOCH ROAD
SUITE K CORTE MADERA CA 94925 |
|
ITEM 2(a). |
NAME OF PERSON FILING:
LMM LLC
Miller Opportunity Trust, a series of Trust for Advised Portfolios Attached as Exhibit A is a copy of an agreement between the Persons Filing that this Schedule 13G is being filed on behalf of each of them. |
|
ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
One South Street
Suite 2550 Baltimore, MD 21202 |
|
ITEM 2(c). |
CITIZENSHIP:
1) LMM LLC - Delaware
2) Miller Opportunity Trust, a series of Trust for Advised Portfolios - Delaware |
|
ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
Common Stock
|
|
ITEM 2(e). |
CUSIP NUMBER:
74967X103
|
|
ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
(a)
[ ] |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
(b)
[ ] |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
(c)
[ ] |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
(d)
[X] |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
(e)
[X] |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
(f)
[ ] |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
(g)
[ ] |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
(h)
[ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i)
[ ] |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j)
[ ] |
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
(k)
[ ] |
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: | |
1) LMM LLC is an investment adviser.
2) Miller Opportunity Trust, a series of Trust for Advised Portfolios, is an investment company. |
||
ITEM 4. | OWNERSHIP | |
(a) Amount beneficially owned: | ||
1) LMM LLC - 2,155,050 2) Miller Opportunity Trust - 1,450,000** ** This amount is included in the aggregate amount deemed beneficially owned by LMM LLC |
||
(b) Percent of class: | ||
1) LMM LLC - 10.2% 2) Miller Opportunity Trust - 6.87% |
||
(c) Number of shares as to which the person has: | ||
(i) sole power to vote or to direct the vote: | ||
LMM LLC - 2,155,050 Miller Opportunity Trust - 1,450,000 |
||
(ii) shared power to vote or to direct the vote: | ||
LMM LLC - 0 Miller Opportunity Trust - 0 |
||
(iii) sole power to dispose or direct the disposition of: | ||
LMM LLC - 2,155,050 Miller Opportunity Trust - 1,450,000 |
||
(iv) shared power to dispose or to direct the disposition of: | ||
LMM LLC - 0 Miller Opportunity Trust - 0 |
||
ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[ ].
|
|
ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Various accounts managed by LMM LLC have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. The interest of one account, Miller Opportunity Trust, a series of Trust for Advised Portfolios, registered under the Investment Company Act of 1940 and managed by LMM LLC, held 1,450,000 shares or 6.87% of the total shares outstanding as of July 31, 2017.
|
|
ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
N/A
|
|
ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
N/A
|
|
ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
N/A
|
|
ITEM 10. |
CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP No.: 74967X103
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
August 09 2017 |
LMM LLC
By:
/s/ Neil O'Callaghan
Name:
Neil O'Callaghan
Title:
President & Chief Compliance Officer
|
August 09 2017 |
Miller Opportunity Trust, a series of Trust for Advised Portfolios
By:
/s/ Wendy M. Barron
Name:
Wendy M. Barron
Title:
Assistant Treasurer
|
Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
CUSIP No.: 74967X103
Exhibit A
Joint Filing Agreement
LMM LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Miller Opportunity Trust, a series of Trust for Advised Portfolios (a registered investment company), hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of the Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments hereto, filed on behalf of each of the parties hereto.
LMM LLC
Date: August 9, 2017
Signature: /s/ Neil O'Callaghan
Name & Title: Neil O'Callaghan, President & Chief Compliance Officer
Miller Opportunity Trust, a series of Trust for Advised Portfolios
Date: August 9, 2017
Signature: /s/ Wendy M. Barron
Name & Title: Wendy M. Barron, Assistant Treasurer
Joint Filing Agreement
LMM LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Miller Opportunity Trust, a series of Trust for Advised Portfolios (a registered investment company), hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of the Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments hereto, filed on behalf of each of the parties hereto.
LMM LLC
Date: August 9, 2017
Signature: /s/ Neil O'Callaghan
Name & Title: Neil O'Callaghan, President & Chief Compliance Officer
Miller Opportunity Trust, a series of Trust for Advised Portfolios
Date: August 9, 2017
Signature: /s/ Wendy M. Barron
Name & Title: Wendy M. Barron, Assistant Treasurer