SC 13G/A: 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 February 14, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 3)
RH
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
74967X103
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ 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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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 (the 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 the Notes.)
| CUSIP No. 74967X103 | 13G | Page 2 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
Warren E. Buffett |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen |
|||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
||||
| 6 | SHARED VOTING POWER
2,360,000 shares of Common Stock |
|||||
| 7 | SOLE DISPOSITIVE POWER
NONE |
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| 8 | SHARED DISPOSITIVE POWER
2,360,000 shares of Common Stock |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,360,000 shares of Common Stock |
|||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not Applicable. |
|||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% |
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| 12 | TYPE OF REPORTING PERSON
IN |
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| CUSIP No. 74967X103 | 13G | Page 3 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
Berkshire Hathaway Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
||||
| 6 | SHARED VOTING POWER
2,360,000 shares of Common Stock |
|||||
| 7 | SOLE DISPOSITIVE POWER
NONE |
|||||
| 8 | SHARED DISPOSITIVE POWER
2,360,000 shares of Common Stock |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,360,000 shares of Common Stock |
|||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. |
|||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% |
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| 12 | TYPE OF REPORTING PERSON
HC, CO |
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| CUSIP No. 74967X103 | 13G | Page 4 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
National Indemnity Company |
|||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
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| 6 | SHARED VOTING POWER
1,197,000 shares of Common Stock |
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| 7 | SOLE DISPOSITIVE POWER
NONE |
|||||
| 8 | SHARED DISPOSITIVE POWER
1,197,000 shares of Common Stock |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,197,000 shares of Common Stock |
|||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. |
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% |
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| 12 | TYPE OF REPORTING PERSON
IC, CO |
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| CUSIP No. 74967X103 | 13G | Page 5 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
Precision Castparts Corp. Master Trust |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oregon |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
||||
| 6 | SHARED VOTING POWER
637,755 shares of Common Stock |
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| 7 | SOLE DISPOSITIVE POWER
NONE |
|||||
| 8 | SHARED DISPOSITIVE POWER
637,755 shares of Common Stock |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
637,755 shares of Common Stock |
|||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. |
|||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7% |
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| 12 | TYPE OF REPORTING PERSON
EP |
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| CUSIP No. 74967X103 | 13G | Page 6 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
Berkshire Hathaway Consolidated Pension Plan Master Trust |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
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| 6 | SHARED VOTING POWER
425,245 shares of Common Stock |
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| 7 | SOLE DISPOSITIVE POWER
NONE |
|||||
| 8 | SHARED DISPOSITIVE POWER
425,245 shares of Common Stock |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,245 shares of Common Stock |
|||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. |
|||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8% |
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| 12 | TYPE OF REPORTING PERSON
EP |
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| CUSIP No. 74967X103 | 13G | Page 7 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
BNSF Master Retirement Trust |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Texas |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
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| 6 | SHARED VOTING POWER
100,000 shares of Common Stock |
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| 7 | SOLE DISPOSITIVE POWER
NONE |
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| 8 | SHARED DISPOSITIVE POWER
100,000 shares of Common Stock |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 shares of Common Stock |
|||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. |
|||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4% |
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| 12 | TYPE OF REPORTING PERSON
EP |
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| CUSIP No. 74967X103 | 13G | Page 8 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
Berkshire Hathaway Life Insurance Company of Nebraska |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
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| 6 | SHARED VOTING POWER
219,346 shares of Common Stock |
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| 7 | SOLE DISPOSITIVE POWER
NONE |
|||||
| 8 | SHARED DISPOSITIVE POWER
219,346 shares of Common Stock |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,346 shares of Common Stock |
|||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. |
|||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.9% |
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| 12 | TYPE OF REPORTING PERSON
IC, CO |
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| Page 9 of 12 Pages |
Item 1.
| (a) | Name of Issuer |
RH
| (b) | Address of Issuers Principal Executive Offices |
15 Koch Road, Corte Madera, CA 94925
Item 2(a). Name of Person Filing:
Item 2(b). Address of Principal Business Office:
Item 2(c). Citizenship:
| Warren E. Buffett 3555 Farnam Street Omaha, Nebraska 68131 United States Citizen |
Berkshire Hathaway Inc. 3555 Farnam Street Omaha, Nebraska 68131 Delaware corporation |
|
| National Indemnity Company 1314 Douglas Street Omaha, Nebraska 68102 Nebraska corporation
Precision Castparts Corp. Master Trust c/o Precision Castparts Corp. 4650 SW Macadam Ave. Portland, OR 97239 Oregon corporation
BNSF Master Retirement Trust c/o BNSF Ralway 2650 Lou Menk Drive Fort Worth, TX 76131 Texas corporation |
Berkshire Hathaway Consolidated Pension Plan Master Trust c/o Berkshire Hathaway Inc. 3555 Farnam Street Omaha, NE 68131 Nebraska corporation
Berkshire Hathaway Life Insurance Company of Nebraska 1314 Douglas Street Omaha, NE 68102 Nebraska corporation |
|
| Page 10 of 12 Pages |
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
02376R102
Item 3. If this statement is filed pursuant to § 240.13d-1(b), or § 240.13d-2(b) or (c), check whether the person filing is a:
Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc. and GEICO Corporation are each a Parent Holding Company or Control Person, in accordance with § 240.13d-1(b)(1)(ii)(G).
National Indemnity Company and Berkshire Hathaway Life Insurance Company of Nebraska are each an Insurance Company as defined in section 3(a)(19) of the Act.
The Precision Castparts Corp. Master Trust, Berkshire Hathaway Consolidated Pension Plan Master Trust and BNSF Master Retirement Trust are Employee Benefit Plans in accordance with § 240.13d-1(b)(1)(ii)(F).
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially Owned |
See the Cover Pages for each of the Reporting Persons.
| (b) | Percent of Class |
See the Cover Pages for each of the Reporting Persons.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
| (ii) | shared power to vote or to direct the vote |
| (iii) | sole power to dispose or to direct the disposition of |
| (iv) | shared power to dispose or to direct the disposition of |
| Page 11 of 12 Pages |
See the Cover Pages for each of the Reporting Persons.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
See Exhibit A.
Item 8. Identification and Classification of Members of the Group.
See Exhibit A.
Item 9. Notice of Dissolution of Group.
Not Applicable.
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, other than activities solely in connection with a nomination under § 240.14a-11.
| Page 12 of 12 Pages |
SIGNATURES
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.
Dated this 14th day of February, 2023
| /s/ Warren E. Buffett |
| Warren E. Buffett |
| BERKSHIRE HATHAWAY INC. | ||
| By: | /s/ Warren E. Buffett | |
| Warren E. Buffett | ||
| Chairman of the Board | ||
| NATIONAL INDEMNITY COMPANY, BERKSHIRE HATHAWAY CONSOLIDATED PENSION PLAN MASTER TRUST, PRECISION CASTPARTS CORP. MASTER TRUST, BNSF MASTER RETIREMENT TRUST and BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA | ||
| By: | /s/ Warren E. Buffett | |
| Warren E. Buffett | ||
| Chairman of the Board | ||