SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549
_________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) 1
Restoration Hardware Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
761283100
(CUSIP Number)
December 31, 2013
(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)
[ ]
Rule 13d-1(c)
[ x]
Rule 13d-1(d)
1 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).
| 1. Names of Reporting Persons.I.R.S. Identification Nos. of above persons (entities only). J. Michael Chu | | |
| 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ x] | | |
| 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 6. Shared Voting Power 7. Sole Dispositive Power 8. Shared Dispositive Power | 0 0 |
| 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 Shares of Common Stock | | |
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | | |
| 11. Percent of Class Represented by Amount in Row (9) 0% | | |
| 12. Type of Reporting Person (See Instructions) IN | | |
| 1. Names of Reporting Persons.I.R.S. Identification Nos. of above persons (entities only). Scott A. Dahnke | | |
| 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ x] | | |
| 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 6. Shared Voting Power 7. Sole Dispositive Power 8. Shared Dispositive Power | 0 0 |
| 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 Shares of Common Stock | | |
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | | |
| 11. Percent of Class Represented by Amount in Row (9) 0% | | |
| 12. Type of Reporting Person (See Instructions) IN | | |
| | ||
| 1. Names of Reporting Persons.I.R.S. Identification Nos. of above persons (entities only). CP6 Management, L.L.C. 86-1170980 | | |
| 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ x] | | |
| 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 6. Shared Voting Power 7. Sole Dispositive Power 8. Shared Dispositive Power | 0 0 |
| 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 Shares of Common Stock | | |
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | | |
| 11. Percent of Class Represented by Amount in Row (9) 0% | | |
| 12. Type of Reporting Person (See Instructions) OO | | |
| | ||
| 1. Names of Reporting Persons.I.R.S. Identification Nos. of above persons (entities only). Catterton Managing Partner VI, L.L.C. 20-3514375 | | |
| 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | | |
| 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 6. Shared Voting Power 7. Sole Dispositive Power 8. Shared Dispositive Power | 0 0 |
| 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 Shares of Common Stock | | |
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | | |
| 11. Percent of Class Represented by Amount in Row (9) 0% | | |
| 12. Type of Reporting Person (See Instructions) OO | | |
| 1. Names of Reporting Persons.I.R.S. Identification Nos. of above persons (entities only). CP Home Holdings, LLC 26-2763473 | | |
| 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ x] | | |
| 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 6. Shared Voting Power 7. Sole Dispositive Power 8. Shared Dispositive Power | 0 0 |
| 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 Shares of Common Stock | | |
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | | |
| 11. Percent of Class Represented by Amount in Row (9) 0% | | |
| 12. Type of Reporting Person (See Instructions) OO | | |
| | ||
Cusip No. 761283100
13G
Page 6 of 10 pages
Schedule 13G
Common Stock
CUSIP No. 761283100
Item 1(a)
Name of Issuer:
Restoration Hardware Holdings, Inc. (the “Issuer”)
Item 1(b)
Address of Issuer’s Principal Executive Offices:
15 Koch Road, Suite J
Corte Madera, CA 94925
Item 2(a)
Name of Person filing:
The following “Reporting Persons”:
J. Michael Chu
Scott A. Dahnke
CP6 Management, L.L.C.
Catterton Managing Partner VI, L.L.C.
CP Home Holdings, LLC
Item 2(b)
Address of Principal Business Office or, if None, Residence:
c/o Catterton Management Company, L.L.C.
599 West Putnam Avenue
Greenwich, CT 06830
Item 2(c)
Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
Item 2(d)
Title of Class of Securities:
Common stock, par value $0.0001 per share (“Common Stock”)
Item 2(e)
CUSIP Number: 761283100
Cusip No. 761283100
13G
Page 7 of 10 pages
Item 3.
Not applicable
Item 4
Ownership.
On September 30, 2013 the Reporting Persons sold all shares of Common Stock they beneficially owned. As of the date hereof, none of the Reporting Persons beneficially owns any shares of Common Stock.
Item 5
Ownership of Five Percent or Less of a Class.
Check-the-box for 5% or less ownership [x]
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 or Control Person.
Not applicable
Item 8
Identification and Classification of Members of the Group.
Not applicable
Item 9
Notice of Dissolution of Group.
Not applicable
Item 10
Certification.
Not applicable
Cusip No. 761283100
13G
Page 8 of 10 pages
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.
Signature:
Dated: February 14, 2014
J. Michael Chu
By:
/s/ J. Michael Chu
Scott A. Dahnke
By:
/s/ Scott A. Dahnke
CP6 Management, L.L.C.
By:
/s/ Scott A. Dahnke
Name:
Scott A. Dahnke
Title:
Authorized Person
Catterton Managing Partner VI, L.L.C.
by CP6 Management, L.L.C., its managing member
By:
/s/ Scott A. Dahnke
Name:
Scott A. Dahnke
Title:
Authorized Person
CP Home Holdings, LLC
by Catterton Managing Partner VI, L.L.C., its manager
by CP6 Management, L.L.C., its managing member
By:
/s/ Scott A. Dahnke
Name:
Scott A. Dahnke
Title:
Authorized Person
Cusip No. 761283100
13G
Page 9 of 10 pages
INDEX TO EXHIBITS
EXHIBIT A
Joint Filing Agreement
EXHIBIT B
Power of Attorney
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Restoration Hardware Holdings, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2014.
J. Michael Chu
By:
/s/ J. Michael Chu
Scott A. Dahnke
By:
/s/ Scott A. Dahnke
CP6 Management, L.L.C.
By:
/s/ Scott A. Dahnke
Name:
Scott A. Dahnke
Title:
Authorized Person
Catterton Managing Partner VI, L.L.C.
by CP6 Management, L.L.C., its managing member
By:
/s/ Scott A. Dahnke
Name:
Scott A. Dahnke
Title:
Authorized Person
CP Home Holdings, LLC
by Catterton Managing Partner VI, L.L.C., its manager
by CP6 Management, L.L.C., its managing member
By:
/s/ Scott A. Dahnke
Name:
Scott A. Dahnke
Title:
Authorized Person