RH — Major Shareholding Notification 2017

Jun 9, 2017

SC 13G 1 RH_SC13G.htm SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934

RH
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)

74967X103
(CUSIP Number)

JUNE 2, 2017
(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)

þ Rule 13d-1(c)

o 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 &quotfiled&quot for the purpose of Section 18 of the Securities Exchange Act of 1934 (&quotAct&quot) 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. 74967X103 SCHEDULE 13G Page 2 of 14

1	NAMES OF REPORTING PERSONS Integrated Core Strategies (US) LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 2,140,078 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE
POWER 2,140,078 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,140,078 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 6.5% |
| 12 | TYPE OF REPORTING PERSON OO |

CUSIP No. 74967X103 SCHEDULE 13G Page 3 of 14

1	NAMES OF REPORTING PERSONS Integrated Assets, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 1,072 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 1,072 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,072 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON CO |

CUSIP No. 74967X103 SCHEDULE 13G Page 4 of 14

1	NAMES OF REPORTING PERSONS Millennium International Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 1,072 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 1,072 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,072 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON PN |

CUSIP No. 74967X103 SCHEDULE 13G Page 5 of 14

1	NAMES OF REPORTING PERSONS Millennium International Management GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 1,072 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 1,072 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,072 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |

CUSIP No. 74967X103 SCHEDULE 13G Page 6 of 14

1	NAMES OF REPORTING PERSONS Millennium Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 2,141,150 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 2,141,150 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,141,150 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 6.5% |
| 12 | TYPE OF REPORTING PERSON OO |

CUSIP No. 74967X103 SCHEDULE 13G Page 7 of 14

1	NAMES OF REPORTING PERSONS Israel A. Englander
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United
States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 2,141,150 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 2,141,150 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,141,150 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 6.5% |
| 12 | TYPE OF REPORTING
PERSON IN |

CUSIP No. 74967X103 SCHEDULE 13G Page 8 of 14

| Item 1. | (a) | Name of
Issuer : |
| --- | --- | --- |
| | | RH, a Delaware corporation (the "Issuer"). |
| | (b) | Address of Issuer’s Principal
Executive Offices : |
| | | 15 Koch Road, Suite K Corte Madera, CA 94925 |
| Item 2. | (a) | Name of Person
Filing : |
| | (b) | Address of Principal Business
Office : |
| | (c) | Citizenship : |
| | | Integrated Core Strategies (US) LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York
10103 Citizenship: Delaware |
| | | Integrated Assets, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York
10103 Citizenship: Cayman Islands |
| | | Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | | Millennium International Management GP LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | | Millennium Management
LLC 666 Fifth Avenue New York, New York 10103 Citizenship:
Delaware |
| | | Israel A. Englander c/o
Millennium Management LLC 666 Fifth Avenue New York, New York
10103 Citizenship: United States |
| | (d) | Title of Class of
Securities : |
| | | common stock, par value $0.0001 per share ("Common Stock") |
| | (e) | CUSIP Number: |
| | | 74967X103 |

CUSIP No. 74967X103 SCHEDULE 13G Page 9 of 14

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

| (a) | o | Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o); |
| --- | --- | --- |
| (b) | o | Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | Investment company
registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8); |
| (e) | o | An investment adviser
in accordance with
§240.13d-1(b)(1)(ii)(E); |

(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

CUSIP No. 74967X103 SCHEDULE 13G Page 10 of 14

| (g) | o | A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
| --- | --- | --- |
| (h) | o | A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); |
| (i) | o | A church plan that is
excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| (j) | o | Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

As of the close of business on June 8, 2017:

i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 2,140,078 shares of the Issuer’s Common Stock (consisting of 1,140,078 shares of the Issuer’s Common Stock and listed options to purchase 1,000,000 shares of the Issuer’s Common Stock); and

ii) Integrated Assets, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Integrated Assets"), beneficially owned 1,072 shares of the Issuer’s Common Stock.

Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Assets.

Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Assets.

Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% shareholder of Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Assets.

Israel A. Englander, a United States citizen ("Mr. Englander"), is the managing member of Millennium International Management GP and Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Integrated Assets.

The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium International Management GP, Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies or Integrated Assets, as the case may be.

(b) Percent of Class:

As of the close of business on June 8, 2017, Millennium Management and Mr. Englander may be deemed to have beneficially owned 2,141,150 shares or 6.5% of the Issuer’s Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 33,147,755 shares of the Issuer’s Common Stock outstanding as of May 31, 2017, as per the Issuer’s Form 10-Q dated June 2, 2017.

CUSIP No. 74967X103 SCHEDULE 13G Page 11 of 14

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

-0-

(ii) Shared power to vote or to direct the vote

2,141,150 (See Item 4(b))

(iii) Sole power to dispose or to direct the disposition of

-0-

(iv) Shared power to dispose or to direct the disposition of

2,141,150 (See Item 4(b))

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

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 Exhibit I.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below each of the undersigned certifies that, to the best of its 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.

CUSIP No. 74967X103 SCHEDULE 13G Page 12 of 14

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of June 8, 2017, by and among Integrated Core Strategies (US) LLC, Integrated Assets, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.

| CUSIP
No. |
| --- |
| SIGNATURE |

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: June 8, 2017

| INTEGRATED CORE STRATEGIES (US) LLC By: Integrated Holding Group LP, its Managing Member By: Millennium Management LLC, its General Partner |
| --- |
| By: /s/ David Nolan |
| INTEGRATED ASSETS, LTD. By: Millennium International Management LP, its Investment Manager |
| By: /s/ David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT LP |
| By: /s/David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC |
| By: /s/David Nolan |
| MILLENNIUM MANAGEMENT
LLC |
| By: /s/David Nolan |
| /s/ Israel A.
Englander by David Nolan pursuant to Power of Attorney filed
with the SEC on June 6,
2005 |

| CUSIP
No. |
| --- |
| EXHIBIT I |
| JOINT
FILING AGREEMENT |

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of RH, a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: June 8, 2017

| INTEGRATED CORE STRATEGIES (US) LLC By: Integrated Holding Group LP, its Managing Member By: Millennium Management LLC, its General Partner |
| --- |
| By: /s/ David Nolan |
| INTEGRATED ASSETS, LTD. By: Millennium International Management LP, its Investment Manager |
| By: /s/ David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT LP |
| By: /s/David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC |
| By: /s/David Nolan |
| MILLENNIUM MANAGEMENT
LLC |
| By: /s/David Nolan |
| /s/ Israel A.
Englander by David Nolan pursuant to Power of Attorney filed
with the SEC on June 6,
2005 |