Form: 3

Initial statement of beneficial ownership of securities

November 1, 2012

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*
CP 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)
Form filed by One Reporting Person
X 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 11,781,079 I See footnotes(1)(2)(3)
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
1. Name and Address of Reporting Person*
CP Home Holdings, LLC

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

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Catterton Managing Partner VI, L.L.C.

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

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CP6 Management, L.L.C.

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

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dahnke Scott Arnold

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

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. Home Holdings, LLC holds 25,931,257 shares of common stock of Restoration Hardware Holdings, Inc. 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 the Reporting Persons may be deemed to be a member of a group exercising voting and investment control over the shares of common stock held by Home Holdings, LLC. However, each Reporting Person disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein.
2. CP Home Holdings, LLC holds 11,781,079 shares of common stock of Restoration Hardware Holdings, Inc. indirectly through Home Holdings, LLC. Catterton Managing Partner VI, L.L.C. ("Catterton Managing Partner" and together with CP Home Holdings and CP6 Management, L.L.C., the "Catterton Entities") is the general partner of CP Home Holdings, LLC. CP6 Management, L.L.C. is the managing partner of Catterton Managing Partner and Scott A. Dahnke is a member of the Managing Board of CP6 Management, L.L.C. (Continued in Footnote 3)
3. (Continued from Footnote 2) By virtue of these relationships, Catterton Managing Partner and Scott A. Dahnke may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by the Catterton Entities. Catterton Managing Partner, Scott A. Dahnke and each of the Catterton Entities expressly disclaim beneficial ownership of such securities, except to the extent of its pecuniary interest therein.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Scott A. Dahnke, Authorized Person 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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