Form: 3/A

Initial statement of beneficial ownership of securities

November 5, 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*
FORREST WILLIAM D

(Last) (First) (Middle)
C/O TOWER THREE PARTNERS FUND I GP LLC
TWO SOUND VIEW DRIVE

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
11/01/2012
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 11,111,984 I(1) See Footnote(1)
Common Stock 0 D(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
1. Name and Address of Reporting Person*
FORREST WILLIAM D

(Last) (First) (Middle)
C/O TOWER THREE PARTNERS FUND I GP LLC
TWO SOUND VIEW DRIVE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tower Three Home LLC

(Last) (First) (Middle)
TWO SOUND VIEW DRIVE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TOWER THREE PARTNERS FUND I LP

(Last) (First) (Middle)
TWO SOUND VIEW DRIVE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tower Three Partners Fund I GP LP

(Last) (First) (Middle)
TWO SOUND VIEW DRIVE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tower Three Partners Fund I GP LLC

(Last) (First) (Middle)
TWO SOUND VIEW DRIVE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Forrest Tower Three CI, LLC

(Last) (First) (Middle)
TWO SOUND VIEW DRIVE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares of the Issuer owned indirectly, through Home Holdings, LLC, by Tower Three Home LLC ("Tower Home"). Tower Three Partners Fund I LP ("TTP Fund I LP") is the managing member of Tower Home. Tower Three Partners Fund I GP LP ("TTP Fund I GP LP") is the general partner of TTP Fund I LP. Tower Three Partners Fund I GP LLC ("TTP Fund I GP LLC") is the general partner of TTP Fund I GP LP. Forrest Tower Three CI, LLC ("FT Three LLC") is the managing member of TTP Fund I GP LLC. William D. Forrest is the managing member of FT Three LLC. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.
2. None of the Reporting Persons directly own shares of Common Stock.
Remarks:
This amendment restates the original Form 3 and is made solely to add an additional Reporting Person. Exhibit 99 - Joint Filer Information, filed herewith and incorporated by reference herein.
/s/ William D. Forrest 11/05/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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