Sec Form 4 Filing - AEA INVESTORS LP @ At Home Group Inc. - 2018-04-02

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
AEA INVESTORS LP
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
666 FIFTH AVENUE, 36TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2018
(Street)
NEW YORK, NY10103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 04/02/2018 S 3,731,642 ( 1 ) D $ 28.725 ( 2 ) 20,514,589 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
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
AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10103
X
GRD Holding GP LLC
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10103
X
GRD Holding-A LLC
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10103
X
GRD Holding-A LP
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10103
X
GRD Holding LP
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10103
X
Signatures
AEA Investors LP, by /s/ Barbara L. Burns, Vice President 04/03/2018
Signature of Reporting Person Date
GRD Holding GP LLC, by /s/ Barbara L. Burns, Vice President 04/03/2018
Signature of Reporting Person Date
GRD Holding-A LLC, by /s/ Barbara L. Burns, Vice President and Secretary 04/03/2018
Signature of Reporting Person Date
GRD Holding-A LP, by GRD Holding-A LLC, its general partner, by /s/ Barbara L. Burns, Vice President and Secretary 04/03/2018
Signature of Reporting Person Date
GRD Holding LP, by GRD Holding GP LLC, its general partner, by /s/ Barbara L. Burns, Vice President 04/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 2,849,652, 273,919 and 608,071 shares of common stock of the issuer sold by GRD Holding LP, GRD Holding-A LP and GRD Holding AEA LLC, respectively, pursuant to the Underwriting Agreement dated March 27, 2018.
( 2 )This amount represents the $30.00 public offering price per share of the issuer's common stock less the underwriting discount of $1.275 per share.
( 3 )These shares of common stock of the issuer consist of (i) 15,665,873 shares directly held by GRD Holding LP, whose general partner is GRD Holding GP LLC, whose sole member is AEA Investors LP, (ii) 1,505,863 shares directly held by GRD Holding-A LP, whose general partner is GRD Holding-A LLC, whose sole member is AEA Investors LP, and (iii) 3,342,853 shares directly held by GRD Holding AEA LLC, whose members are AEA Investors 2006 Participant Fund LP, AEA Investors 2006 QP Participant Fund LP, AEA Investors 2006 Fund L.P., and AEA Investors 2006 Fund II L.P. The general partner of each of AEA Investors 2006 Participant Fund LP and AEA Investors 2006 QP Participant Fund LP is AEA Investors 2006 PF LLC, whose sole member is AEA Management LLC. The general partner of each of AEA Investors 2006 Fund L.P. and AEA Investors 2006 Fund II L.P. is AEA Investors Partners 2006 L.P., whose general partner is AEA Management (Cayman) Ltd.
( 4 )Each of GRD Holding GP LLC and AEA Investors LP may be deemed to share beneficial ownership of the shares of common stock of the issuer held of record by GRD Holding LP, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein, as well as of the shares of common stock of the issuer held of record by each of GRD Holding-A LP and GRD Holding AEA LLC. Each of GRD Holding-A LLC and AEA Investors LP may be deemed to share beneficial ownership of the shares of common stock of the issuer held of record by GRD Holding-A LP, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein, as well as of the shares of common stock of the issuer held of record by each of GRD Holding LP and GRD Holding AEA LLC.
( 5 )Each of AEA Investors 2006 Participant Fund LP, AEA Investors 2006 QP Participant Fund LP, AEA Investors 2006 PF LLC, AEA Management LLC, AEA Investors 2006 Fund L.P., AEA Investors 2006 Fund II L.P., AEA Investors Partners 2006 L.P. and AEA Management (Cayman) Ltd. may be deemed to share beneficial ownership of the shares of common stock of the issuer held of record by GRD Holding AEA LLC, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein, as well as of the shares of common stock of the issuer held of record by each of GRD Holding LP and GRD Holding-A LP.
( 6 )John L. Garcia, the Chairman and Chief Executive Officer of AEA Investors LP, the sole member of AEA Management LLC and the sole stockholder and director of AEA Management (Cayman) Ltd., may also be deemed to share beneficial ownership of the shares of common stock of the issuer held of record by GRD Holding LP, GRD Holding-A LP and GRD Holding AEA LLC, but Dr. Garcia disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
( 7 )Due to the limitations of the Securities and Exchange Commission's EDGAR system, AEA Management (Cayman) Ltd., AEA Management LLC, AEA Investors Partners 2006 L.P., AEA Investors 2006 PF LLC, AEA Investors 2006 Fund L.P., AEA Investors 2006 Fund II L.P., AEA Investors 2006 Participant Fund LP, AEA Investors 2006 QP Participant Fund LP, GRD Holding AEA LLC and John L. Garcia have filed a separate Form 4.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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