Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Preston Jack M
2. Date of Event Requiring Statement (Month/Day/Year)
03/29/2019
3. Issuer Name and Ticker or Trading Symbol
RH [RH]
(Last)
(First)
(Middle)
C/O RH, 15 KOCH ROAD, SUITE K
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CORTE MADERA, CA 94925
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 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
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Restricted Stock Unit (RSU)   (1)   (1) Common Stock 9,000 $ (2) D  
Restricted Stock Unit (RSU)   (3)   (3) Common Stock 10,000 $ (2) D  
Restricted Stock Unit (RSU)   (4)   (4) Common Stock 1,000 $ (2) D  
Stock Option (Right to Buy)   (5) 04/20/2026 Common Stock 27,500 $ 44.52 D  
Stock Option (Right to Buy)   (6) 06/26/2026 Common Stock 6,000 $ 25.39 D  
Stock Option (Right to Buy)   (7) 05/07/2024 Common Stock 40,000 $ 61.3 D  
Stock Option (Right to Buy)   (8) 05/05/2025 Common Stock 6,250 $ 87.31 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, CA 94925
      Chief Financial Officer  

Signatures

/s/ Edward T. Lee as Attorney-In-Fact 04/02/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) This restricted stock unit award will vest with respect to 3,000 of the units annually on each of June 16, 2019 through 2021, subject to continuous service.
(2) Each restricted stock unit represents a contingent right to receive one share of RH common stock.
(3) This restricted stock unit award will vest with respect to all 10,000 remaining units on June 16, 2019, subject to continuous service.
(4) This restricted stock unit award will vest with respect to 500 of the units annually on each of June 16, 2019 through 2020, subject to continuous service.
(5) This option award is vested and exercisable with respect to 9,500 of the shares and will vest and become exercisable with respect to an additional 6,000 of the shares annually on each of April 21, 2019 through 2021, subject to continuous service.
(6) 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 of the shares annually on each of June 27, 2019 through 2021, subject to continuous service.
(7) This option award is vested and exercisable with respect to 30,000 of the shares and will become fully vested on May 8, 2019, subject to continuous service.
(8) This option award is vested and exercisable with respect to 3,750 of the shares and will vest and become exercisable with respect to an additional 1,250 of the shares annually on each of May 6, 2019 through 2020, subject to continuous service.

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