Sec Form 4 Filing - Broussard Mary Jane @ At Home Group Inc. - 2021-07-22

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Broussard Mary Jane
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
X __ Officer (give title below) _____ Other (specify below)
CAO and General Counsel
(Last) (First) (Middle)
AT HOME GROUP INC., 1600 EAST PLANO PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2021
(Street)
PLANO, TX75074
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 07/22/2021 U 23,416 D 6,591 ( 2 ) D
Common Stock 07/23/2021 D 4,722 D $ 37 1,869 ( 3 ) D
Common Stock 07/23/2021 D 1,869 ( 4 ) D $ 37 0 D
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
Employee Stock Option (Right to Buy) $ 15 07/23/2021 D 61,967 ( 5 ) 08/03/2023 Common Stock 61,967 $ 22 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 9.75 07/23/2021 D 7,049 ( 5 ) 03/27/2024 Common Stock 7,049 $ 27.25 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 9.75 07/23/2021 D 19,467 ( 5 ) 06/03/2024 Common Stock 19,467 $ 27.25 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 31.56 07/23/2021 D 68,619 ( 7 ) 04/03/2025 Common Stock 68,619 $ 5.44 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 17.83 07/23/2021 D 36,415 ( 8 ) 03/28/2026 Common Stock 36,415 $ 19.17 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 8.95 07/23/2021 D 14,800 ( 9 ) 09/12/2026 Common Stock 14,800 $ 28.05 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 7.58 07/23/2021 D 85,000 ( 10 ) 06/22/2027 Common Stock 85,000 $ 29.42 ( 11 ) 0 D
Employee Stock Option (Right to Buy) $ 27.28 07/23/2021 D 12,499 ( 12 ) 03/30/2028 Common Stock 12,499 $ 9.72 ( 11 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Broussard Mary Jane
AT HOME GROUP INC.
1600 EAST PLANO PARKWAY
PLANO, TX75074
CAO and General Counsel
Signatures
/s/ Mary Jane Broussard 08/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a rollover agreement entered into between the reporting person and Ambience Parent, Inc. ("Parent") in connection with the effectuation of the transactions contemplated by the amended and restated merger agreement between the issuer, Parent, and Ambience Merger Sub, Inc. (the "Merger Agreement"), the reporting person exchanged these shares for shares of Parent having an equivalent value as of the effective date of the merger, based on a market value of the issuer shares on the effective date of $37 per share.
( 2 )This amount includes 1,869 shares deliverable upon vesting and settlement of restricted stock units.
( 3 )This amount consists of shares deliverable upon vesting and settlement of restricted stock units.
( 4 )These restricted stock units were cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the market value of the underlying issuer common stock on the effective date of the merger ($37 per share).
( 5 )This option was fully vested and exercisable as of the cancellation date.
( 6 )This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to, for each share subject to the option, the amount by which the market value of the underlying issuer common stock on the effective date of the merger ($37 per share) exceeded the per share exercise price of the option.
( 7 )This option was vested with respect to 44,205 shares and provided for vesting of the remainder of the option on April 3, 2022.
( 8 )This option was vested with respect to 24,277 shares and provided for vesting of the remainder of the option on March 28, 2022.
( 9 )This option provided for vesting on January 29, 2022.
( 10 )This option was vested with respect to 28,334 shares and provided for vesting of the remainder of the option in substantially equal annual installments on each of June 22, 2022 and June 22, 2023.
( 11 )The portion of this option that was vested or scheduled to vest on or before July 23, 2022 was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to, for each share subject to the option, the amount by which the market value of the underlying issuer common stock on the effective date of the merger ($37 per share) exceeded the per share exercise price of the option. The portion of this option scheduled to vest after July 23, 2022 was cancelled pursuant to the Merger Agreement in exchange for a deferred cash payment (or, at the election of the reporting person, a grant of Parent restricted stock or restricted stock units having a grant date value) equal to the amount by which the market value of the underlying issuer common stock on the effective date of the merger ($37 per share) exceeded the exercise price of the option, subject to vesting on the same schedule as the cancelled option.
( 12 )This option provided for vesting in three substantially equal annual installments beginning on March 30, 2022.

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