State Of Rest is out of the unraced Repose (Quiet American) and is one of her first three foals. He is a half-brother to Tranquil Lady (Australia), a Group winner in Ireland who took the Gr.3 Blue Wind Stakes and was Listed-placed at two. Repose is a half-sister to seven winners, headed by the Listed winners Prince Alzain (Street Sense) and Echo River (Irish River), dam of Marsh Warbler, a Grade 1 winner over hurdles, and the stakes-winning jumper Spy In The Sky (Thunder Gulch) in the US.

Second dam Monaassabaat (Zilzal) won the Listed Virginia Stakes. She is a half-sister to Bitooh (Seattle Slew), winner of the Gr.2 Criterium de Maisons-Laffitte, Air Dancer (Northern Dancer), a stakes winner in the US, and Sous Entendu (Shadeed), who was Group 3-placed and is the dam of the Group 2 winners Porte Bonheur and Slip Stream and the grandam of Alverta, a Group 1 winner in Australia.

Third dam It's in the Air (Mr. Prospector) was a champion who won 16 races, including five Grade 1 races, among them the Grade 1 Vanity Handicap twice, and was placed six more times in Grade 1 company. Her descendants include Storming Home (Machiavellian), a triple Group 1 winner including the Gr.1 Champion Stakes, out of her winning daughter Try To Catch Me (Shareef Dancer). Her unraced daughter Note Musicale (Sadler's Wells) produced Music Note (A.P. Indy), a dual Grade 1 winner in the US including the Grade 1 American Oaks, and Musical Chimes (In Excess), winner of the Gr.1 Poule d'Essai des Pouliches; Music Note's son Mystic Guide (Ghostzapper) won the Gr.1 Dubai World Cup.

Repose has a 2-year-old filly, Double Scoop (Dandy Man), and a filly foal by Sea The Stars, and she was then covered by Frankel.