|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
|
RH (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Gary Friedman c/o RH, 15 Koch Road, Suite K Corte Madera, CA, 94925 (415) 924-1005 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/08/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Gary G. Friedman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,926,337.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.88 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
RH |
| (c) | Address of Issuer's Principal Executive Offices:
15 Koch Road, Suite K, Corte Madera,
CALIFORNIA
, 94925. |
| Item 4. | Purpose of Transaction |
This Amendment No. 11 to Schedule 13D relates to the common stock (the "Common Stock") of RH (the "Issuer") and amends the initial statement on Schedule 13D filed by the undersigned on February 14, 2018 (as amended on December 12, 2019, October 21, 2020, April 4, 2022, September 12, 2022, December 15, 2022, January 3, 2023, June 14, 2023, June 27, 2023, July 6, 2023 and July 14, 2023), as specifically set forth herein.
Item 4 is hereby supplemented as follows:
The undersigned understands that the aggregate number of shares of Common Stock outstanding as of July 8, 2026 was 18,926,221, which is an increase from the 18,394,167 shares of Common Stock that were outstanding on July 14, 2023, the date that the undersigned filed Amendment No. 10 to Schedule 13D. Additionally, over the time period of July 6, 2026 through July 8, 2026, the undersigned sold an aggregate of 125,000 shares of Common Stock in order to fund (i) improvements to personal residences and (ii) the repayment of balances under personal line of credit borrowings.
As a result of the increase in the aggregate number of outstanding shares of Common Stock and the sale of 125,000 shares of Common Stock, the aggregate percentage of outstanding shares of Common Stock that the undersigned may be deemed to beneficially own decreased by an amount equal to approximately 1.03% of the outstanding shares of Common Stock since the amount reported in Amendment No. 10. This Amendment No. 11 is being filed solely to reflect such decrease.
The undersigned understands that the aggregate number of shares of Common Stock outstanding as of July 8, 2026 had increased to the point that, together with the sales of Common Stock by the undersigned from July 6, 2026 through July 8, 2026, there has been a decrease in the undersigned's beneficial ownership of Common Stock that is greater than 1.0% from the amount reported in Amendment No. 10 and that, as a result of such change in beneficial ownership, this Amendment No. 11 is being filed on July 8, 2026. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated in its entirety as follows:
Mr. Friedman beneficially owns 4,926,337 shares of Common Stock of the Issuer, representing beneficial ownership of 23.88% of the shares of Common Stock outstanding, based upon 18,926,221 shares of Common Stock outstanding as of July 8, 2026, consisting of (i) 3,226,337 shares of Common Stock and (ii) 1,700,000 shares subject to options to purchase Common Stock exercisable within 60 days of July 8, 2026.
Mr. Friedman has sole voting and dispositive power with respect to the outstanding shares of Common Stock that he owns.
With respect to transactions in the Issuer's Common Stock during the sixty (60) days preceding the date of this filing, no transactions in the shares of Common Stock of the Issuer have been effected by Mr. Friedman in the last sixty (60) days except as follows:
Over the time period of July 6, 2026 through July 8, 2026, Mr. Friedman has completed the sale of 125,000 shares of Common Stock in the open market at an average net price per share of $165.35. The weighted average price per share, exclusive of any fees, commissions or other expenses for the sales made between July 6, 2026 and July 8, 2026 are as set forth below:
Date Shares Sold Weighted Average Price Sale Price Range(1)
July 6, 2026 69,069 $169.48 $169.00 - $170.38
July 7, 2026 7,693 $170.12 $170.00 - $171.22
July 8, 2026 48,238 $158.66 $154.17 - $160.60
(1) Mr. Friedman undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. |
| 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.
|
|
|