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).
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