UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIESPURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

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OMB Number: 3235-0101

Expires: February 28, 2014

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Per response………1.0

SEC USE ONLY

DOCUMENT SEQUENCE NO.

ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

CUSIP NUMBER

1 (a) NAME OF ISSUER (Please type or print)

RESTORATION HARDWARE HOLDINGS, INC.

(b) IRS IDENT. NO.

45-3052669

(c) S.E.C. FILE NO.

001-35720

WORK LOCATION

 (d) ADDRESS OF ISSUER

STREET

CITY

 STATE

ZIP CODE

(e) TELEPHONE NO.

15 KOCH ROAD, SUITE J, CORTE MADERA, CA 94925

AREA CODE

415

NUMBER

924-1005

2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

CP HOME HOLDINGS, LLC

(b) RELATIONSHIP TO ISSUER

10% HOLDER

(c) ADDRESS STREET

CITY

STATE

ZIP CODE

599 WEST PUTNAM AVE, GREENWICH, CT 06830

3 (a)

(b)

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the

Class of

Securities

To Be Sold

Name and Address of Each Broker Through Whom the

Securities are to be Offered or Each Market Maker

who is Acquiring the Securities

Broker-Dealer

File Number

Number of Shares

or Other Units

To Be Sold

(See instr. 3(c))

Aggregate

Market

Value

(See instr. 3(d))

Number of Shares

or Other Units

Outstanding

(See instr. 3(e))

Approximate

Date of Sale

(See instr. 3(f))

(MO.  DAY  YR.)

Name of Each

Securities

Exchange

(See instr. 3(g))

COMMON

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

3,978,731

$260,527,305.88

See Remarks (1)

38,912,765

9/30/13

NYSE

1. (a)  Name of issuer

3. (a) Title of the class of securities to be sold

(b)  Issuer’s I.R.S. Identification Number

(b)  Name and address of each broker through whom the securities are intended to be sold

(c)  Issuer’s S.E.C. file number, if any

(c)  Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

(d)  Issuer’s address, including zip code

    (e)  Issuer’s telephone number, including area code

(d)  Aggregate market value of the securities to be sold as of a specified date within 10 days prior to

          the filing of this notice

(e)  Number of shares or other units of the class outstanding, or if debt securities the face amount

          thereof outstanding, as shown by the most recent report or statement published by the issuer

2. (a)  Name of person for whose account the securities are to be sold

(f)  Approximate date on which the securities are to be sold

(b)  Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)

(g)  Name of each securities exchange, if any, on which the securities are intended to be sold

(c)  Such person’s address, including zip code

Title of the Class

Date you Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired(If gift, also give date donor acquired)

Amount of Securities Acquired

Date of Payment

Nature of Payment

COMMON

8/18/11 and 11/1/12

See Remarks (2)

See Remarks (2).

Issuer, prior to the Issuer’s initial public offering.

25,931,257

8/18/11 and 11/1/12

See Remarks (2).

Reorganization of Issuer and Issuer’s predecessor company.  See Remarks (2).

INSTRUCTIONS:    1.   If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

2.  If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount ofSecurities Sold

Gross Proceeds

INSTRUCTIONS:  

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

ATTENTION:  

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.  

September 30, 2013

/s/J. Michael Chu

DATE OF NOTICE

J. Michael Chu, Authorized Person

ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)