Sec Form 4 Filing - FRANCIS PHILIP L @ 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
FRANCIS PHILIP L
2. Issuer Name and Ticker or Trading Symbol
At Home Group Inc. [ HOME]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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 50,709 D $ 37 5,132 ( 1 ) D
Common Stock 07/22/2021 U 82,883 D $ 37 0 I Held by Francis Revocable Trust ( 2 )
Common Stock 07/23/2021 D 5,132 ( 3 ) 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
Stock Option (Right to Buy) $ 17.56 07/23/2021 D 56,517 ( 4 ) 04/08/2025 Common Stock 56,517 $ 19.44 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRANCIS PHILIP L
AT HOME GROUP INC.
1600 EAST PLANO PARKWAY
PLANO, TX75074
X
Signatures
/s/ Mary Jane Broussard, Attorney-in-Fact for Philip L. Francis 08/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount consists of shares deliverable upon vesting and settlement of restricted stock units.
( 2 )The reporting person beneficially owns these shares of the issuer's common stock indirectly through the Francis Revocable Trust (the "Trust"). The reporting person and his wife serve as the trustees and are the beneficiaries of the Trust.
( 3 )These restricted stock units were cancelled pursuant to the amended and restated merger agreement between issuer, Ambience Parent, Inc. and Ambience Merger Sub, Inc. 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).
( 4 )This option was fully vested and exercisable as of the cancellation date.
( 5 )This option was cancelled pursuant to the amended and restated merger agreement between issuer, Ambience Parent, Inc. and Ambience Merger Sub, Inc. in exchange for a cash payment in an amount representing the difference between, for each share in respect of the option, the exercise price of the option and the market value of the underlying issuer common stock on the effective date of the merger ($37 per share).

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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