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* Price DeMonty (Last) (First) (Middle) C/O RESTORATION HARDWARE HOLDINGS, INC. 15 KOCH ROAD, SUITE K (Street) CORTE MADERA CA 94925 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/04/2016	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 10% Owner X Officer (give title below) Other (specify below) Chief Customer/Values Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	13,002	D

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
Restricted Stock Unit (RSU)	(1)	(1)	Common Stock	25,000	(2)	D
Restricted Stock Unit (RSU)	(3)	(3)	Common Stock	5,000	(2)	D
Restricted Stock Unit (RSU)	(4)	(4)	Common Stock	5,000	(2)	D
Restricted Stock Unit (RSU)	(5)	(5)	Common Stock	30,000	(2)	D
Stock Option (Right to Buy)	(6)	10/31/2022	Common Stock	23,900	29	D
Stock Option (Right to Buy)	(7)	05/08/2024	Common Stock	60,000	61.3	D
Stock Option (Right to Buy)	(8)	05/05/2025	Common Stock	10,000	87.31	D
Stock Option (Right to Buy)	(9)	10/02/2025	Common Stock	10,000	93.51	D
Stock Option (Right to Buy)	(10)	04/21/2026	Common Stock	70,000	44.52	D

Explanation of Responses:

1. This restricted stock unit award will vest with respect to 50% of the units on June 16, 2017, and the remaining 50% of the units on June 16, 2019.

2. Each restricted stock unit represents a contingent right to receive one share of Restoration Hardware Holdings, Inc. common stock.

3. This restricted stock unit award will vest with respect to 20% of the units annually on each of June 16, 2016 through 2020, subject to continuous service.

4. This restricted stock unit award will vest with respect to 20% of the units annually on each of September 14, 2016 through 2020, subject to continuous service.

5. This restricted stock unit award will vest with respect to 20% of the units annually on each of June 16, 2017 through 2021, subject to continuous service.

6. The option is fully vested and is subject to time-based selling restrictions, which, subject to continuous service, lapse in four equal installments on each anniversary of November 1, 2012.

7. This option award will vest and become exercisable with respect to 20% of the options annually on the anniversary of the grant date, and will become fully vested on May 8, 2019.

8. This option award will vest and become exercisable with respect to 20% of the options annually on the anniversary of the grant date, and will become fully vested on May 6, 2020.

9. This option award will vest and become exercisable with respect to 20% of the options annually on the anniversary of the grant date, and will become fully vested on October 2, 2020.

10. This option award will vest and become exercisable with respect to 20% of the options annually on the anniversary of the grant date, and will become fully vested on April 21, 2021.

Remarks:

	Edward T. Lee as Attorney-In-Fact	05/06/2016
	** 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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