Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RH
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
74967X103
(CUSIP Number)
September 30, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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 disclosures provided
in a prior cover page.
The information required on 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).
CUSIP No. 74967X103
13G
Page 2 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atreides Management, LP
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
0
6.
SHARED VOTING POWER
601,174*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
601,174*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
601,174*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.25%*
12.
TYPE OF REPORTING PERSON (see instructions)
IA, PN
CUSIP No. 74967X103
13G
Page 3 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atreides Management, LLC
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
0
6.
SHARED VOTING POWER
601,174*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
601,174*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
601,174*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.25%*
12.
TYPE OF REPORTING PERSON (see instructions)
HC
CUSIP No. 74967X103
13G
Page 4 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gavin Baker
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
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
601,174*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
601,174**
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
601,174*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.25%*
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 74967X103
13G
Page 5 of 8 Pages
This Amendment No. 1 to Schedule 13G (this Amendment No. 1)
is being filed with respect to the Common Stock, $0.0001 par value
(Common Stock) of RH (the Issuer), to amend the Schedule 13G
filed by the Reporting Persons on February 14, 2024 (the Schedule 13G).
This Amendment No. 1 is being filed to report changes in the number
of shares of Common Stock beneficially owned by the Reporting Persons.
Capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Schedule 13G.
Item 1.
(a)
Name of Issuer
RH (the Issuer)
(b)
Address of Issuers Principal Executive Offices
15 Koch Road, Corte Madera, CA 94925
Item 2.
(a)
Name of Person Filing.
This statement is filed by:
(i) Atreides Management, LP, a Delaware limited
partnership registered with the U.S. Securities and
Exchange Commission (the SEC), which serves as
the investment manager (the Investment Manager)
to certain investment funds and/or accounts (the Funds),
with respect to the shares of Common Stock
(as defined in Item 2(d) below) held by the Funds;
(ii) Atreides Management, LLC, a Delaware limited
liability company (the GP), which serves as the
general partner to the Investment Manager, with
respect to the shares of Common Stock held by the
Funds; and
(iii) Gavin Baker, a United States citizen, who serves as
the managing member to the GP with respect to the
shares of Common Stock held by the Funds.
The foregoing persons are hereinafter sometimes collectively
referred to as the Reporting Persons. Any disclosures herein
with respect to persons other than the Reporting Persons are
made on information and belief after making inquiry to the
appropriate party.
(b)
Address of Principal Business Office
Atreides Management, LP
One International Place, Suite 4410
Boston, MA 02110
(c)
Citizenship
See response to Item 2(a).
(d)
Title of Class of Securities
Common Stock, par value $0.0001 per share
(e)
CUSIP Number
74967X103
CUSIP No. 74967X103
13G
Page 6 of 8 Pages
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 (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[x]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g)
[x]
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
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)
[ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The percentages used herein and in the rest of this Schedule
13G are calculated based upon the 18,482,697 shares of
Common Stock reported to be outstanding by the Issuer as of
September 6, 2024 in its Form 10-Q for the quarterly period ended
August 3, 2024 filed with the SEC on September 12, 2024. Each Reporting
Person hereby expressly disclaims beneficial ownership in the securities
reported in this Schedule 13G except to the extent of its or his pecuniary
interest therein (if any) and membership in a group as that term is
described in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934,
as amended.
(a) Amount beneficially owned: See Row 9 of cover page for each
Reporting Person.
(b) Percent of class: See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which the person has: See Row 9 of
cover page for each Reporting Person.
(i) Sole power to vote or direct the vote: See Row 5
of cover page for each Reporting Person.
(ii) Shared power to vote or direct the vote: See Row 6
of cover page for each Reporting Person.
(iii) Sole power to dispose or direct the disposition: See Row
7 of cover page for each Reporting Person.
(iv) Shared power to dispose or direct the disposition: See Row
8 of cover page for each Reporting Person.
*Shares reported herein are owned by Atreides Foundation
Master Fund LP and certain separately managed accounts
managed by Atreides Management, LP.
CUSIP No. 74967X103
13G
Page 7 of 8 Pages
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 [x].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
Each Reporting Person 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 acquired and are held
in the ordinary course of business and 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, other than activities
solely in connection with a nomination under 240.14a-11.
Exhibits. Exhibit 99.1
Joint Filing Agreement, dated February 14, 2024, by and among the
Reporting Persons, was previously filed with the SEC on February 14, 2024
as Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons
with respect to RH and is incorporated herein by reference.
CUSIP No. 74967X103
13G
Page 8 of 8 Pages
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.
Dated: November 14, 2024
ATREIDES MANAGEMENT, LP
By: /s/ Laura Malone
Laura Malone, General Counsel & CCO
ATREIDES MANAGEMENT, LLC
By: /s/ Laura Malone
Laura Malone, General Counsel & CCO
GAVIN BAKER
By: /s/ Gavin Baker
Gavin Baker, individually