Restoration Hardware 2012 Annual Report Download - page 27

any such group and disclaims beneficial ownership of the shares, except to the extent of its pecuniary interest
therein. The management of Home Holdings is controlled by a managing board. J. Michael Chu and William
Forrest are the members of the managing board of Home Holdings and as such could be deemed to share
voting control and investment power over the shares held by Home Holdings. Mr. Chu and Mr. Forrest both
disclaim beneficial ownership of any of the shares held by Home Holdings.
(2) Catterton Managing Partner VI, L.L.C. (“Catterton Managing Partner VI”), a Delaware limited liability
company, is the managing member of CP Home Holdings, LLC. CP6 Management, L.L.C. (“CP6
Management”), a Delaware limited liability company, is the managing member of Catterton Managing
Partner VI and as such exercises voting and dispositive control over the shares beneficially owned by
CP Home Holdings, LLC. The management of CP6 Management is controlled by a managing board.
J. Michael Chu is a member of the managing board of CP6 Management and as such could be deemed to
share voting control and investment power over shares that may be deemed to be beneficially owned by CP
Home Holdings, LLC, but disclaims beneficial ownership of such shares except to the extent of his
pecuniary interest therein. Shares set forth in the table above with respect to Mr. Chu consist solely of shares
that may be deemed to be beneficially owned by CP Home Holdings, LLC. The address for this entity is c/o
Catterton Partners, 599 W. Putnam Avenue, Greenwich, CT 06830.
(3) Mr. Forrest has voting control and investment power over the shares held by Tower Three Home LLC, but
disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Shares
set forth in the table above with respect to Mr. Forrest consist solely of shares held by Tower Three Home
LLC. The address for this entity is Two Soundview Drive, Greenwich, CT 06830.
(4) Includes 1,997,501 shares beneficially owned by Glenhill Capital Overseas Master Fund, LP, 9,748 shares
beneficially owned by Glenn J. Krevlin, Trustee of the Glenn J. Krevlin Revocable Trust and 7,798 shares
beneficially owned by Krevlin 2005 Gift Trust. Glenn Krevlin has voting control and investment power over
the shares held by the entities affiliated with Glenhill, but disclaims beneficial ownership of such shares
except to the extent of his pecuniary interest therein and except with respect to the shares held by the Glenn
J. Krevlin Revocable Trust. The address for these funds is 600 Fifth Avenue, 11th Floor, New York,
NY 10020.
(5) Includes 426,340 shares of unvested common stock that may vest within 60 days of May 20, 2013, and
2,976,826 shares of common stock issuable upon the exercise of options that may be exercisable within
60 days of May 20, 2013, in each case subject to increases in the share price of our common stock as set
forth in the applicable award agreements.
(6) Includes 251,414 shares of common stock held by Carlos Alberini, as trustee of the Carlos E. Alberini
Family Trust, dated November 1, 2012, 236,856 shares of unvested common stock that may vest within
60 days of May 20, 2013 and 2,976,826 shares of common stock issuable upon the exercise of options that
may be exercisable within 60 days of May 20, 2013, in each case subject to increases in the share price of
our common stock as set forth in the applicable award agreements.
(7) Includes 186,876 shares of common stock issuable upon the exercise of vested options.
(8) Includes 95,600 shares of common stock issuable upon the exercise of vested options.
(9) Includes 95,600 shares of common stock issuable upon the exercise of vested options.
(10) Does not include shares held by CP Home Holdings, LLC or Tower Three Home LLC. See notes 2 and 3
above.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 of the Exchange Act requires the Company’s directors, executive officers and any persons who
own more than 10% of the Company’s common stock, to file initial reports of ownership and reports of changes
in ownership with the SEC. Such persons are required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms furnished to the Company and written representations
from the directors and executive officers, the Company believes that all Section 16(a) filing requirements were
met in fiscal year 2012.
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Proxy Statement