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Form 3 RH For: Oct 14 Filed by: Lee Edward T

October 21, 2020 9:39 PM EDT
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 *
Lee Edward T

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

(Street)
CORTE MADERA CA 94925

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/14/2020
3. Issuer Name and Ticker or Trading Symbol
RH [ RH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
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 1,504
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
Stock Option (Right to Buy)   (1) 04/20/2026 Common Stock 10,000 44.52 D  
Stock Option (Right to Buy)   (2) 06/26/2026 Common Stock 3,000 25.39 D  
Stock Option (Right to Buy)   (3) 04/01/2029 Common Stock 5,000 101.25 D  
Stock Option (Right to Buy)   (4) 04/28/2030 Common Stock 4,000 154.82 D  
Stock Option (Right to Buy)   (5) 05/05/2025 Common Stock 740 87.31 D  
Restricted Stock Unit (RSU)   (6)   (6) Common Stock 2,000 (7) D  
Explanation of Responses:
1. This option award is vested and exercisable with respect to 5,000 of the shares and will vest and become exercisable with respect to an additional 5,000 shares on April 21, 2021, subject to continuous service.
2. This option award is vested and exercisable with respect to 1,500 of the shares and will vest and become exercisable with respect to an additional 1,500 shares on June 27, 2021, subject to continuous service.
3. This option award is vested and exercisable with respect to 500 of the shares and will vest and become exercisable with respect to an additional 750 shares on April 2, 2021, an additional 750 shares on April 2, 2022, an additional 1,000 shares on April 2, 2023 and an additional 2,000 shares on April 2, 2024, subject to continuous service.
4. This option award will vest and become exercisable with respect to 400 shares on April 29, 2021, an additional 400 shares on April 29, 2022, an additional 400 shares on April 29, 2023, an additional 600 shares on April 29, 2024, an additional 600 shares on April 29, 2025, an additional 800 shares on April 29, 2026, and an additional 800 shares on April 29, 2027, subject to continuous service.
5. This option award is fully vested and exercisable.
6. This restricted stock unit award will vest with respect to all 2,000 remaining units on June 16, 2021, subject to continuous service.
7. Each restricted stock unit represents a contingent right to receive one share of RH common stock.
Remarks:
Chief Legal and Compliance Officer
/s/ Edward T. Lee 10/21/2020
** 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.

POWER OF ATTORNEY


Know all by these present, that the undersigned hereby constitutes and appoints each of Glenda Citragno, Robert Brown, Christina Hargarten and Terri McGrath, signing singly, the undersigned's true and lawful attorney-in-fact to:


(1)

Prepare, execute in the undersigneds name and on the undersigneds behalf, and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;


(2)

Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director or ten percent beneficial owner of RH (the Company), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;


(3)

Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and


(4)

Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.


The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneysinfact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.


This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneysinfact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of October, 2020.



Signature

/ s / Edward T. Lee


Print Name

Edward T. Lee






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