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 *
  Price DeMonty
2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2016
3. Issuer Name and Ticker or Trading Symbol
Restoration Hardware Holdings Inc [RH]
(Last)
(First)
(Middle)
C/O RESTORATION HARDWARE HOLDINGS, INC., 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 Customer/Values 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 13,002
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 25,000 $ (2) D  
Restricted Stock Unit (RSU)   (3)   (3) Common Stock 5,000 $ (2) D  
Restricted Stock Unit (RSU)   (4)   (4) Common Stock 5,000 $ (2) D  
Restricted Stock Unit (RSU)   (5)   (5) Common Stock 30,000 $ (2) D  
Stock Option (Right to Buy)   (6) 10/31/2022 Common Stock 23,900 $ 29 D  
Stock Option (Right to Buy)   (7) 05/08/2024 Common Stock 60,000 $ 61.3 D  
Stock Option (Right to Buy)   (8) 05/05/2025 Common Stock 10,000 $ 87.31 D  
Stock Option (Right to Buy)   (9) 10/02/2025 Common Stock 10,000 $ 93.51 D  
Stock Option (Right to Buy)   (10) 04/21/2026 Common Stock 70,000 $ 44.52 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Price DeMonty
C/O RESTORATION HARDWARE HOLDINGS, INC.
15 KOCH ROAD, SUITE K
CORTE MADERA, CA 94925
      Chief Customer/Values Officer  

Signatures

Edward T. Lee as Attorney-In-Fact 05/06/2016
**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 50% of the units on June 16, 2017, and the remaining 50% of the units on June 16, 2019.
(2) Each restricted stock unit represents a contingent right to receive one share of Restoration Hardware Holdings, Inc. common stock.
(3) This restricted stock unit award will vest with respect to 20% of the units annually on each of June 16, 2016 through 2020, subject to continuous service.
(4) This restricted stock unit award will vest with respect to 20% of the units annually on each of September 14, 2016 through 2020, subject to continuous service.
(5) This restricted stock unit award will vest with respect to 20% of the units annually on each of June 16, 2017 through 2021, subject to continuous service.
(6) The option is fully vested and is subject to time-based selling restrictions, which, subject to continuous service, lapse in four equal installments on each anniversary of November 1, 2012.
(7) This option award will vest and become exercisable with respect to 20% of the options annually on the anniversary of the grant date, and will become fully vested on May 8, 2019.
(8) This option award will vest and become exercisable with respect to 20% of the options annually on the anniversary of the grant date, and will become fully vested on May 6, 2020.
(9) This option award will vest and become exercisable with respect to 20% of the options annually on the anniversary of the grant date, and will become fully vested on October 2, 2020.
(10) This option award will vest and become exercisable with respect to 20% of the options annually on the anniversary of the grant date, and will become fully vested on April 21, 2021.

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