Karen Boone Form 4 Restoration Hardware / Karen Boone 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^*

Boone Karen

(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 Fin./Adm. Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2015

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	09/25/2015		M		20,000(1)	A	$24	20,000	D
Common Stock	09/25/2015		S		682(1)	D	$97.28(2)	19,318	D
Common Stock	09/25/2015		S		800(1)	D	$98.45(3)	18,518	D
Common Stock	09/25/2015		S		13,922(1)	D	$99.94(4)	4,596	D
Common Stock	09/25/2015		S		4,596(1)	D	$100.34(5)	0	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)	$24	09/25/2015		M			20,000(1)	(6)	10/31/2022	Common Stock	20,000	$0.00	74,876	D

Explanation of Responses:

1. All of the transactions reported on this form were executed pursuant to a Rule 10b5-1 plan under the Securities Exchange Act of 1934, as amended.

2. This transaction was executed in multiple trades ranging from $96.98 to $97.67. 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 ranges set forth in footnotes (2) through (5) to this Form 4.

3. This transaction was executed in multiple trades ranging from $98.12 to $99.08. The price reported above reflects the weighted average sale price.

4. This transaction was executed in multiple trades ranging from $99.12 to $100.11. The price reported above reflects the weighted average sale price.

5. This transaction was executed in multiple trades ranging from $100.13 to $100.59. The price reported above reflects the weighted average sale price.

6. The option is fully vested and is subject to time-based selling restrictions which lapse over time subject to continuous service.

Remarks:

	Edward T. Lee as Attorney-In-Fact	09/29/2015
	** 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).
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