Friedman Gary G Form 4 RH / GARY G FRIEDMAN ownership change

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^*

FRIEDMAN GARY G

(Last) (First) (Middle)

C/O RH

15 KOCH RD, SUITE J

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2022

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	12/12/2022		M		216,641	A	$75.43	3,196,799	D
Common Stock	12/12/2022		S(1)		13,413	D	$248.88(2)	3,183,386	D
Common Stock	12/12/2022		S(1)		31,959	D	$249.89(3)	3,151,427	D
Common Stock	12/12/2022		S(1)		27,121	D	$250.63(4)	3,124,306	D
Common Stock	12/12/2022		S(1)		33,325	D	$251.93(5)	3,090,981	D
Common Stock	12/12/2022		S(1)		69,537	D	$252.68(6)	3,021,444	D
Common Stock	12/12/2022		S(1)		13,580	D	$253.48(7)	3,007,864	D
Common Stock	12/12/2022		S(1)		4,578	D	$254.52(8)	3,003,286	D
Common Stock	12/12/2022		S(1)		7,604	D	$256.01(9)	2,995,682	D
Common Stock	12/12/2022		S(1)		5,919	D	$256.98(10)	2,989,763	D
Common Stock	12/12/2022		S(1)		4,025	D	$257.84(11)	2,985,738	D
Common Stock	12/12/2022		S(1)		1,000	D	$258.84(12)	2,984,738	D
Common Stock	12/12/2022		S(1)		600	D	$260.55(13)	2,984,138	D
Common Stock	12/12/2022		S(1)		280	D	$262.49(14)	2,983,858	D
Common Stock	12/12/2022		S(1)		3,400	D	$265.1(15)	2,980,458	D
Common Stock	12/12/2022		S(1)		300	D	$266.2(16)	2,980,158	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)	$75.43	12/12/2022		M			216,641	(17)	07/02/2023	Common Stock	216,641	$0	0	D

Explanation of Responses:

1. The sale transactions reported in this Form 4 are part of a series of transactions undertaken by the Reporting Person from December 12 through December 14, 2022 with respect to an aggregate sale of 675,095 shares of common stock. The aggregate number of shares sold was determined in order to raise sufficient funds to pay the exercise price and withholding taxes with respect to the exercise by the Reporting Person of a stock option for 1,000,000 shares of common stock that was set to expire in July, 2023.

2. This transaction was executed in multiple trades ranging from $248.25 to $249.24. 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.

3. This transaction was executed in multiple trades ranging from $249.28 to $250.28. 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.

4. This transaction was executed in multiple trades ranging from $250.29 to $251.29. 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 $251.30 to $252.30. 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 $252.31 to $253.28. 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 transaction was executed in multiple trades ranging from $253.33 to $254.00. 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.

8. This transaction was executed in multiple trades ranging from $254.36 to $255.03. 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.

9. This transaction was executed in multiple trades ranging from $255.49 to $256.27. 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.

10. This transaction was executed in multiple trades ranging from $256.51 to $257.45. 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.

11. This transaction was executed in multiple trades ranging from $257.55 to $258.47. 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.

12. This transaction was executed in multiple trades ranging from $258.63 to $259.20. 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.

13. This transaction was executed in multiple trades ranging from $260.30 to $261.18. 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.

14. This transaction was executed in multiple trades ranging from $262.00 to $262.77. 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.

15. This transaction was executed in multiple trades ranging from $264.66 to $265.60. 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.

16. This transaction was executed in multiple trades ranging from $266.02 to $266.55. 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.

17. Fully vested.

	/s/ Edward T. Lee as Attorney-In-Fact	12/14/2022
	** Signature of Reporting Person	Date
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