Sec Form 4 Filing - Corsa Peter SG @ 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
Corsa Peter SG
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)
President and COO
(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 6,038 D $ 37 7,865 ( 1 ) D
Common Stock 07/22/2021 U 8,653 D $ 37 0 I Held in Corsa Family Trust of 2006 ( 2 )
Common Stock 07/23/2021 D 3,378 D 4,487 ( 4 ) D
Common Stock 07/23/2021 D 4,487 ( 5 ) 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 For m 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) $ 9.7536 07/23/2021 D 117,355 ( 6 ) 01/10/2023 Common Stock 117,355 $ 27.2464 ( 7 ) 0 D
Employee Stock Option (Right to Buy) $ 9.7536 07/23/2021 D 57,760 ( 6 ) 06/03/2024 Common Stock 57,760 $ 27.2464 ( 7 ) 0 D
Employee Stock Option (Right to Buy) $ 15 07/23/2021 D 247,870 ( 6 ) 08/23/2023 Common Stock 247,870 $ 22 ( 7 ) 0 D
Employee Stock Option (Right to Buy) $ 31.56 07/23/2021 D 174,173 ( 8 ) 04/03/2025 Common Stock 174,173 $ 5.44 ( 7 ) 0 D
Employee Stock Option (Right to Buy) $ 17.83 07/23/2021 D 87,396 ( 9 ) 03/28/2026 Common Stock 87,396 $ 19.17 ( 7 ) 0 D
Employee Stock Option (Right to Buy) $ 8.95 07/23/2021 D 31,550 ( 10 ) 09/13/2026 Common Stock 31,550 $ 28.05 ( 7 ) 0 D
Employee Stock Option (Right to Buy) $ 7.58 07/23/2021 D 230,000 ( 11 ) 06/22/2027 Common Stock 230,000 $ 29.42 ( 12 ) 0 D
Employee Stock Option (Right to Buy) $ 27.28 07/23/2021 D 29,164 ( 13 ) 03/30/2028 Common Stock 29,164 $ 9.72 ( 12 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Corsa Peter SG
AT HOME GROUP INC.
1600 EAST PLANO PARKWAY
PLANO, TX75074
President and COO
Signatures
/s/ Mary Jane Broussard, Attorney-in-Fact for Peter SG Corsa 08/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount includes 4,487 shares deliverable upon vesting and settlement of restricted stock units.
( 2 )The reporting person beneficially owns these shares indirectly through the revocable Corsa Family Trust of 2006 (the "Trust"). The reporting person and his wife serve as the trustees and are the beneficiaries of the Trust.
( 3 )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.
( 4 )This amount consists of shares deliverable upon vesting and settlement of restricted stock units.
( 5 )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).
( 6 )This option was fully vested and exercisable as of the cancellation date.
( 7 )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.
( 8 )This option was vested with respect to 106,402 shares and provided for vesting of the remainder of the option on April 3, 2022.
( 9 )This option was vested with respect to 58,264 shares and provided for vesting of the remainder of the option on March 28, 2022.
( 10 )This option was scheduled to fully vest on January 29, 2022.
( 11 )This option was vested with respect to 76,667 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.
( 12 )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.
( 13 )This option provided for vesting in three substantially equal annual installments beginning on March 30, 2022.

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).

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