Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Preston Jack M
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)
CHIEF FINANCIAL OFFICER
(Last)
(First)
(Middle)
C/O RH, 15 KOCH ROAD, SUITE K
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2022
(Street)
CORTE MADERA, CA94925
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/31/2022 M 3,000 A $ 25.39 14,401 D
Common Stock 03/31/2022 M 20,000 A $ 44.52 34,401 D
Common Stock 03/31/2022 S 1,626 D $ 324.1201( 1 )( 7 ) 32,775 D
Common Stock 03/31/2022 S 2,990 D $ 325.2405( 2 )( 7 ) 29,785 D
Common Stock 03/31/2022 S 13,159 D $ 326.1408( 3 )( 7 ) 16,626 D
Common Stock 03/31/2022 S 9,314 D $ 326.8582( 4 )( 7 ) 7,312 D
Common Stock 03/31/2022 S 590 D $ 327.7935( 5 )( 7 ) 6,722 D
Common Stock 03/31/2022 S 1,100 D $ 329.0245( 6 )( 7 ) 5,622 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Employee Stock Option (right to buy) $ 25.39 03/31/2022 M 3,000 ( 8 ) 04/20/2026 Common Stock 3,000 $ 0 0 D
Employee Stock Option (right to buy) $ 44.52 03/31/2022 M 20,000 ( 9 ) 06/20/2026 Common Stock 20,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Preston Jack M
C/O RH
15 KOCH ROAD, SUITE K
CORTE MADERA, CA94925
CHIEF FINANCIAL OFFICER
Signatures
/s/ Edward T. Lee, Attorney-in-Fact 04/04/2022
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades ranging from $323.61 to $324.55. 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.
( 2 )This transaction was executed in multiple trades ranging from $324.61 to $325.54. 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 $325.61 to $326.6. 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 $326.61 to $327.34. 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 $327.68 to $328.04. 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.
( 6 )This transaction was executed in multiple trades ranging from $328.81 to $329.61. 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 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
( 8 )Option vested in five equal annual installments beginning on 6/27/2017 and ending on 6/27/2021.
( 9 )Option vested in five equal annual installments beginning on 4/21/2017 and ending on 4/21/2021.

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.
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