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Form 4 Restoration Hardware For: May 04 Filed by: Price DeMonty

May 6, 2016 8:36 PM EDT
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 *
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. Issuer Name and Ticker or Trading Symbol
Restoration Hardware Holdings Inc [ RH ]
5. 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
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2016
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
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
Restricted Stock Unit (RSU) (1) 05/04/2016   A     20,000   (2)   (2) Common Stock 20,000 $ 0 20,000 D  
Stock Option (Right to Buy) $ 39.42 05/04/2016   A     30,000   (3) 05/04/2026 Common Stock 30,000 $ 0 30,000 D  
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Restoration Hardware Holdings, Inc. common stock.
2. This restricted stock unit award will vest over five years, such that such units shall vest together with other restricted stock units held by the reporting person, as follows: 15% of the units will vest on each of the first and second anniversaries of the grant date, 20% of the units will vest on the third anniversary of the grant date, 25% of the units will vest on the fourth anniversary of the grant date, and the remaining 25% will vest on the fifth anniversary of the grant date, subject to continuous service.
3. This stock option award will vest and become exercisable over five years, such that such options shall vest together with other stock options held by the reporting person, as follows: 15% of the options will vest on each of the first and second anniversaries of the grant date, 20% of the options will vest on the third anniversary of the grant date, 25% of the options will vest on the fourth anniversary of the grant date, and the remaining 25% will vest on the fifth anniversary of the grant date, subject to continuous service.
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 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.


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