UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )

 

RESTORATION HARDWARE HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

761283100

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 761283100

13G

 

 

 

1

Names of Reporting Persons
Home Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
25,931,257

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
25,931,257

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
25,931,257

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
68.4%

 

 

12

Type of Reporting Person
OO (Delaware Limited Liability Company)

 

1



 

CUSIP No. 761283100

13G

 

 

Item 1.

 

(a)

Name of Issuer:
Restoration Hardware Holdings, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
15 Koch Road, Suite J
Corte Madera, CA 94925

 

Item 2.

 

(a)

Name of Person Filing:
Home Holdings, LLC

 

(b)

Address or Principal Business Office:
599 West Putnam Avenue, Greenwich, CT 06830.

 

(c)

Citizenship:
Delaware

 

(d)

Title of Class of Securities:
Common stock, par value $0.0001 per share (“Common Stock”)

 

(e)

CUSIP Number:
761283100

 

Item 3.

 

 

Not applicable.

 

2



 

CUSIP No. 761283100

13G

 

 

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

25,931,257 shares of common stock.

 

(b)

Percent of class:   

68.4%, based on 37,927,012 shares of Common Stock outstanding as of December 14, 2012, as reported on the Issuer’s Form 10-Q for the quarterly period ended October 27, 2012, filed with the Securities and Exchange Commission on December 17, 2012.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:

0 shares of Common Stock.

 

 

(ii)

Shared power to vote or to direct the vote:    

25,931,257 shares of Common Stock.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0 shares of Common Stock.

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

25,931,257 shares of Common Stock.

 

 

 

Home Holdings, LLC is a limited liability company organized under the laws of Delaware, the members of which are CP Home Holdings, LLC, an affiliate of Catterton Partners, Tower Three Home, LLC, an affiliate of Tower Three Partners and various entities affiliated with Glenhill Capital Management (together with CP Home Holdings, LLC and Tower Three Home, LLC, the “Members”).  Accordingly, each of the Members may be deemed to share beneficial ownership of the shares of Common Stock held of record by Home Holdings, LLC.  Each of the Members is filing a separate Schedule 13G.

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

See Item 4.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

3



 

CUSIP No. 761283100

13G

 

 

 

Item 10.

Certification.

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:                  February 14, 2013

 

 

 

HOME HOLDINGS, LLC

 

 

 

By:

/s/ J. Michael Chu

 

Name:

J. Michael Chu

 

Title:

President

 

4



 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

24

 

Power of Attorney

 

5


Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned understands that, from time to time, Home Holdings, LLC is required to prepare, execute and file certain federal and state securities laws filings.

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of David M. McPherson, John R. Scerbo or David Heidecorn, or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                                 prepare, execute in the name of and on behalf of Home Holdings, LLC, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of Forms D (“Form D”) required to be filed in accordance with Rule 503 (“Rule 503”) promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933 (the “1933 Act”) and reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) or any rule or regulation of the SEC;

 

(2)                                 prepare and execute for and on behalf of Home Holdings, LLC, in the undersigned’s capacity as a Managing Director, authorized person, officer and/or director of Home Holdings, LLC, federal and state securities laws filings including without limitation Forms D pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

 

(3)                                 do and perform any and all acts for and on behalf of Home Holdings, LLC which may be necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and

 

(4)                                 take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or

 



 

revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted, whether the same needs to be executed, taken or done by him in his capacity as a current or former member, partner, shareholder, director or officer of any company, partnership, corporation, organization, firm, branch or other entity connected with, related to or affiliated with any of the entities constituting Home Holdings, LLC or entities that directly or indirectly hold interests in Home Holdings, LLC.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with federal and state securities laws, including without limitation Rule 503 of the 1933 Act or Section 13 and Section 16 of the 1934 Act.

 

This Power of Attorney and all authority conferred hereby shall not be terminated by operation of law, whether by the death or incapacity of the undersigned or by occurrence of any other event.  Actions taken by an attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any event described in the preceding sentence had not occurred, whether or not the attorney-in-fact shall have received notice of such event.  Notwithstanding the foregoing, (i) in the event that an attorney-in-fact is no longer employed by Catterton Management Company, L.L.C. or its affiliates, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney, and (ii) the undersigned may terminate or revoke this Power of Attorney at any time.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February, 2013.

 

 

 

/s/ J. Michael Chu

 

Name: J. Michael Chu