RH — Major Shareholding Notification 2016

Mar 2, 2016

SC 13G 1 p16-0869sc13g.htm RESTORATION HARDWARE HOLDINGS, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Restoration Hardware Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
761283100
(CUSIP Number)
February
25, 2016
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
Q	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page
1 of 10 Pages)

---

*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).

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CUSIP No. 761283100 13G Page 2 of 10 Pages

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1	NAME OF REPORTING PERSON Eminence Capital, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,251,970
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,251,970
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,251,970
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1%
12	TYPE OF REPORTING PERSON IA

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CUSIP No. 761283100 13G Page 3 of 10 Pages

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1	NAME OF REPORTING PERSON Eminence GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,101,993
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,101,993
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,101,993
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.7%
12	TYPE OF REPORTING PERSON OO

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CUSIP No. 761283100 13G Page 4 of 10 Pages

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1	NAME OF REPORTING PERSON Ricky C. Sandler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,251,970
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,251,970
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,251,970
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. 761283100 13G Page 5 of 10 Pages

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Item 1(a).
The name of the issuer
is Restoration Hardware Holdings, Inc. (the "Company").

Item 1(b).
The Company's principal
executive offices are located at 15 Koch Road, Suite K, Corte Madera, CA 94925.

| Item 2. |
| --- |
| This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): |
| (i) Eminence Capital, LP, a Delaware limited partnership ("Eminence Capital"); |
| (ii) Eminence GP, LLC, a Delaware limited liability company ("Eminence GP"); and |
| (iii) Ricky C. Sandler, a U.S. Citizen ("Mr. Sandler"). |
| This statement relates
to shares of Common Stock (as defined in Item 2(d) below) held for the accounts of: |
| Eminence Partners, L.P.,
a New York limited partnership ("Eminence I"); Eminence Partners II, L.P., a New York limited partnership ("Eminence
II"); Eminence Partners Leveraged, L.P., a Delaware limited partnership ("Eminence Leveraged"); Eminence Eaglewood
Master, L.P., a Delaware limited partnership ("Eminence Eaglewood"); Eminence Partners Long, L.P., a Delaware limited
partnership (together with Eminence I, Eminence II, Eminence Leveraged and Eminence Eaglewood, the "Partnerships");
as well as Eminence Fund Master, Ltd. ("Eminence Offshore Master Fund"); Eminence Fund Leveraged Master, Ltd. (together
with Eminence Offshore Master Fund, the "Master Funds"), each a Cayman Islands company; and Eminence Fund Long, Ltd.
("Eminence Offshore Long"), a Cayman Islands company. The Partnerships, Master Funds and Eminence Offshore
Long are collectively referred to as the "Eminence Funds". |
| Eminence Capital serves
as the management company to the Eminence Funds with respect to the shares of Common Stock directly owned by the
Eminence Funds. Eminence Capital may be deemed to have voting and dispositive power over the shares held for the accounts of the Eminence
Funds. |
| Eminence GP serves as
general partner or manager with respect to the shares of Common Stock directly owned by the Partnerships and
Master Funds and may be deemed to have voting and dispositive power over the shares held for the accounts of the
Partnerships and Master Funds. |

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| Mr. Sandler
is the Chief Executive Officer of Eminence Capital and the Managing Member of Eminence GP and may be deemed to have voting
and dispositive power with respect to the shares of Common Stock directly owned by the Eminence Funds, as
applicable. |
| --- |
| The filing of this
statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of
the Act, the beneficial owner of the shares of Common Stock reported herein. |

Item 2(b).
The address of the principal business and principal office of Eminence GP and Eminence Capital is 65 East 55th Street, 25th Floor, New York, NY 10022. The business address of Mr. Sandler is 65 East 55th Street, 25th Floor, New York, NY 10022.

Item 2(c).
(i) Eminence Capital, a Delaware limited partnership;
(ii) Eminence GP, a Delaware limited liability company; and
(iii) Mr. Sandler is a United States citizen.

Item 2(d).
Common Stock,
$0.0001 par value (the "Common Stock").

Item 2(e).
761283100

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

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(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution:

Item 4.
A. Eminence Capital, LP
(a)	Amount beneficially owned:
1,251,970 1
(b)	Percent of class: 3.1%. The
percentages used herein and in the rest of Item 4 are calculated based upon 40,480,241 shares of Common Stock outstanding as
of December 4, 2015, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October
31, 2015 filed with the Securities and Exchange Commission on December 10, 2015.
(c)	(i) Sole power to vote or direct the vote:
0
	(ii) Shared power to vote or direct the
vote: 1,251,970 1
	(iii) Sole power to dispose or direct
the disposition: 0
	(iv) Shared power to dispose or direct
the disposition: 1,251,970 1

B. Eminence GP, LLC
(a)	Amount beneficially owned:
1,101,993 1
(b)	Percent of class: 2.7 %
(c)	(i) Sole power to vote or direct the vote: 0
	(ii) Shared power to vote or direct the
vote: 1,101,993 1
	(iii) Sole power to dispose or direct the disposition: 0
	(iv) Shared power to dispose or direct
the disposition: 1,101,993 1

C. Ricky C. Sandler
(a)	Amount beneficially owned:
1,251,970 1
(b)	Percent of class: 3.1%
(c)	(i) Sole power to vote or direct the vote: 0
	(ii) Shared power to vote or direct the
vote: 1,251,970 1
	(iii) Sole power to dispose or direct the disposition: 0
	(iv) Shared power to dispose or direct the disposition: 1,251,970 1

1 On the date of the event which requires the filing of this Schedule 13G, each of the Reporting Persons may have been deemed to be the beneficial owner of more than five percent of the shares of Common Stock.

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Item 5.
This statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial
owner of more than 5 percent of the class of securities.

Item 6.
Not Applicable.

Item 7.
Not Applicable.

Item 8.
Not Applicable.

Item 9.
Not Applicable.

ITEM 10. Certification

Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: March 1, 2016

/s/ Ricky C. Sandler
Ricky C. Sandler, individually; as
Managing Member of Eminence Capital GP, LLC,
the General Partner of Eminence Capital, LP;
and as Managing Member of Eminence GP, LLC

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CUSIP No. 761283100 13G Page 10 of 10 Pages

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EXHIBIT 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: March 1, 2016

/s/ Ricky C. Sandler
Ricky C. Sandler, individually; as
Managing Member of Eminence Capital GP, LLC, the General Partner
of Eminence Capital, LP;
and as Managing Member of Eminence GP, LLC