Sec Form 4 Filing - Clark Geoffrey G. @ At Home Group Inc. - 2018-10-08

Insider filing report for Changes in Beneficial Ownership
"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
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Clark Geoffrey G.
2. Issuer Name and Ticker or Trading Symbol
At Home Group Inc. [ HOME]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
399 PARK AVENUE, 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/08/2018
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/08/2018 J( 1 ) 4,315,843 D 4,630,198 I See footnote ( 2 ) ( 3 )
Common Stock 10/08/2018 J( 1 ) 1,686,877 A 6,317,075 I See footnote ( 4 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clark Geoffrey G.
399 PARK AVENUE, 17TH FLOOR
NEW YORK, NY10022
Former 10% Owner
Signatures
Geoffrey G. Clark, by /s/ Geoffrey G. Clark, Director 10/09/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the pro rata distribution of shares made for no consideration to the limited partners of SPH GRD Holdings, LLC, including its third-party investors, Starr Investment Fund II, LLC ("Starr II") and SPH CAV I, LLC.
( 2 )SPH GRD Holdings, LLC and Starr II are the direct stockholders of the shares, which are beneficially owned by Starr Investment Holdings, LLC. Geoffrey G. Clark, the Senior Managing Director of Starr Investment Holdings, LLC, may be deemed to have voting power and dispositive power with respect to shares of At Home Group Inc. common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.
( 3 )Represents (i) 928,083 shares of common stock held of record by SPH GRD Holdings, LLC, who is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC. SPH GRD Acquisition Partners, LLC, which is controlled by Starr Investment Holdings, LLC, is the sole owner of SPH GRD Holdings, LLC; and (ii) 3,702,115 shares of common stock held of record by Starr II, who is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC.
( 4 )SPH GRD Holdings, LLC, Starr II and SPH CAV I, LLC are the direct stockholders of the shares, which are beneficially owned by Starr Investment Holdings, LLC. Geoffrey G. Clark, the Senior Managing Director of Starr Investment Holdings, LLC, may be deemed to have voting power and dispositive power with respect to shares of At Home Group Inc. common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares
( 5 )Represents (i) 928,083 shares of common stock held of record by SPH GRD Holdings, LLC, who is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC. SPH GRD Acquisition Partners, LLC, which is controlled by Starr Investment Holdings, LLC, is the sole owner of SPH GRD Holdings, LLC; (ii) 4,988,866 shares of common stock held of record by Starr II, who is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC; and (iii) 400,126 shares of common stock held of record by SPH CAV I, LLC, who is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC. In the distribution, SPH GRD Holdings, LLC distributed 4,315,843 shares of common stock and Starr II and SPH CAV I, LLC received 1,286,751 and 400,126 shares of common stock, respectively.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.