SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Boone Karen

(Last) (First) (Middle)
C/O RH
15 KOCH ROAD, SUITE K

(Street)
CORTE MADERA CA 94925

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RH [ RH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/20/2018 M(1) 14,876(2) A $39.42 24,306 D
Common Stock 04/20/2018 M(1) 124(3) A $61.3 24,430 D
Common Stock 04/20/2018 S(1) 2,400 D $87.5687(4) 22,030 D
Common Stock 04/20/2018 S(1) 10,381 D $88.629(5) 11,649 D
Common Stock 04/20/2018 S(1) 2,219 D $89.3089(6) 9,430 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy $39.42 04/20/2018 M 14,876 (7) 05/03/2026 Common Stock 14,876 $0.00 85,000 D
Stock Option (Right to Buy $61.3 04/20/2018 M 124 (8) 05/07/2024 Common Stock 124 $0.00 99,876 D
Explanation of Responses:
1. This transaction was executed pursuant to a Rule 10b5-1 trading plan.
2. These shares of common stock were issued upon exercise of stock options granted to the reporting person on May 4, 2016.
3. These shares of common stock were issued upon exercise of stock options granted to the reporting person on May 8, 2014.
4. This transaction was executed in multiple trades ranging from $87.10 to $88.04. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth herein.
5. This transaction was executed in multiple trades ranging from $88.17 to $89.14. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth herein.
6. This transaction was executed in multiple trades ranging from $89.17 to $89.69. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth herein.
7. This option award will vest and become exercisable with respect to 15% of the options on the first and second anniversaries of the grant date, 20% of the options on the third anniversary of the grant date, 25% of the options on the fourth anniversary of the grant date, and the remaining 25% on the fifth anniversary of the grant date, subject to continuous service.
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 8, 2019.
Remarks:
President, Chief Financial and Administrative Officer
/s/ Edward T. Lee as Attorney-In-Fact 04/20/2018
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.