Sec Form 4 Filing - Chaya Eri @ RH - 2019-06-16

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
Chaya Eri
2. Issuer Name and Ticker or Trading Symbol
RH [ RH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O RH, 15 KOCH ROAD, SUITE K
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2019
(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 06/16/2019 M 25,000 A 76,229 D
Common Stock 06/16/2019 F 12,396 D $ 111.37 63,833 D
Common Stock 06/16/2019 M 1,000 A 64,833 D
Common Stock 06/16/2019 F 496 D $ 111.37 64,337 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
Restricted Stock Unit (RSU) ( 1 ) 06/16/2019 M 25,000 ( 2 ) ( 2 ) Common Stock 25,000 $ 0 0 D
Restricted Stock Unit ( 1 ) 06/16/2019 M 1,000 ( 3 ) ( 3 ) Common Stock 1,000 $ 0 1,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chaya Eri
C/O RH
15 KOCH ROAD, SUITE K
CORTE MADERA, CA94925
X See Remarks
Signatures
/s/ Edward T. Lee as Attorney-In-Fact 06/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents a contingent right to receive one share of RH common stock.
( 2 )On May 8, 2014, the reporting person was granted 50,000 restricted stock units. This restricted stock unit award vested with respect to 50% of the units on each of June 16, 2017 and June 16, 2019.
( 3 )On May 6, 2015, the reporting person was granted 5,000 restricted stock units. This restricted stock unit award vested with respect to 20% of the units on each of June 16, 2016, June 16, 2017, June 16, 2018, and June 16, 2019, and the remaining 20% of the units will vest on June 16, 2020, subject to continuous service.

Remarks:
President, Chief Creative & Merchandising Officer & Director

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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