0001140361-16-074713.txt : 20160803 0001140361-16-074713.hdr.sgml : 20160803 20160803200450 ACCESSION NUMBER: 0001140361-16-074713 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160803 FILED AS OF DATE: 20160803 DATE AS OF CHANGE: 20160803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Garcia John L CENTRAL INDEX KEY: 0001675523 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37849 FILM NUMBER: 161805354 MAIL ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRD Holding AEA LLC CENTRAL INDEX KEY: 0001681350 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37849 FILM NUMBER: 161805355 BUSINESS ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 644-5900 MAIL ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA INVESTORS 2006 QP PARTICIPANT FUND LP CENTRAL INDEX KEY: 0001424137 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37849 FILM NUMBER: 161805356 BUSINESS ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 212-644-5900 MAIL ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA Investors 2006 Fund II L.P. CENTRAL INDEX KEY: 0001681342 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37849 FILM NUMBER: 161805358 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 644-5900 MAIL ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA Investors 2006 PF LLC CENTRAL INDEX KEY: 0001681399 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37849 FILM NUMBER: 161805360 BUSINESS ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 644-5900 MAIL ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA Investors Partners 2006 L.P. CENTRAL INDEX KEY: 0001681347 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37849 FILM NUMBER: 161805361 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 644-5900 MAIL ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA Management LLC CENTRAL INDEX KEY: 0001681395 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37849 FILM NUMBER: 161805362 BUSINESS ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 644-5900 MAIL ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA Management (Cayman) Ltd CENTRAL INDEX KEY: 0001675446 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37849 FILM NUMBER: 161805363 BUSINESS ADDRESS: STREET 1: P. O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 644-5900 MAIL ADDRESS: STREET 1: P. O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA INVESTORS 2006 PARTICIPANT FUND LP CENTRAL INDEX KEY: 0001424083 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37849 FILM NUMBER: 161805357 BUSINESS ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 212-644-5900 MAIL ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: At Home Group Inc. CENTRAL INDEX KEY: 0001646228 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 453229563 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: AT HOME GROUP INC. STREET 2: 1600 EAST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: (972) 265-6227 MAIL ADDRESS: STREET 1: 1600 EAST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75074 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AEA INVESTORS 2006 FUND L.P. CENTRAL INDEX KEY: 0001357907 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37849 FILM NUMBER: 161805359 BUSINESS ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 212-644-5900 MAIL ADDRESS: STREET 1: C/O AEA INVESTORS LP STREET 2: 666 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 FORMER NAME: FORMER CONFORMED NAME: AEA INVESTORS 2006 FUND L P DATE OF NAME CHANGE: 20060330 3 1 doc1.xml FORM 3 X0206 3 2016-08-03 0 0001646228 At Home Group Inc. HOME 0001675446 AEA Management (Cayman) Ltd P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001681395 AEA Management LLC C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10103 0 0 1 0 0001681347 AEA Investors Partners 2006 L.P. P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001681399 AEA Investors 2006 PF LLC C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10103 0 0 1 0 0001357907 AEA INVESTORS 2006 FUND L.P. P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001681342 AEA Investors 2006 Fund II L.P. P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001424083 AEA INVESTORS 2006 PARTICIPANT FUND LP C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10103 0 0 1 0 0001424137 AEA INVESTORS 2006 QP PARTICIPANT FUND LP C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10103 0 0 1 0 0001681350 GRD Holding AEA LLC C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10103 0 0 1 0 0001675523 Garcia John L C/O AEA INVESTORS LP 666 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10103 0 0 1 0 Common Stock 27355932 I See footnotes These shares of common stock of the issuer consist of (i) 20,890,234 shares directly held by GRD Holding LP, whose general partner is GRD Holding GP LLC, whose sole member is AEA Investors LP, (ii) 2,008,050 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) 4,457,648 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. 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. 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. (continued in footnote 3) 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. 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 have 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 Mr. Garcia disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. Due to the limitations of the Securities and Exchange Commission's EDGAR system, AEA Investors LP, GRD Holding GP LLC, GRD Holding-A LLC, GRD Holding-A LP and GRD Holding LP have filed a separate Form 3. AEA Management (Cayman) Ltd. by /s/ Barbara L. Burns, Vice President 2016-08-03 AEA Management LLC, by /s/ Barbara L. Burns, Vice President and Secretary 2016-08-03 AEA Investors Partners 2006 L.P., by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President 2016-08-03 AEA Investors 2006 PF LLC, by /s/ Barbara L. Burns, Vice President 2016-08-03 AEA Investors 2006 Fund L.P., by AEA Investors Partners 2006 L.P., its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President 2016-08-03 AEA Investors 2006 Fund II L.P., by AEA Investors Partners 2006 L.P., its general partner, by AEA Management (Cayman) Ltd., its general partner, by /s/ Barbara L. Burns, Vice President 2016-08-03 AEA Investors 2006 Participant Fund LP, by AEA Investors 2006 PF LLC, its general partner, by /s/ Barbara L. Burns, Vice President 2016-08-03 AEA Investors 2006 QP Participant Fund LP, by AEA Investors 2006 PF LLC, its general partner, by /s/ Barbara L. Burns, Vice President 2016-08-03 GRD Holding AEA LLC, by /s/ Barbara L. Burns, Vice President 2016-08-03 /s/ Barbara L. Burns, Attorney-in-Fact for John L. Garcia 2016-08-03 EX-24 2 garcia-poa.htm
 
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Barbara Burns, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as executive officer, director and/or beneficial owner of equity securities of At Home Group Inc. (the “Company”), (i) any forms required to be filed by the undersigned pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), (ii) Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act, (iii) Schedules 13D and 13G in accordance with Section 13 of the Exchange Act, and (iv) and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;
   
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such (i) form required to be filed by the undersigned pursuant to Rule 144 under the Securities Act, (ii) Form 3, 4, or 5 under Section 16(a) of the Exchange Act, (iii) Schedule 13D or 13G under Section 13 of the Exchange Act, or (iv) other form or report, including, without limitation, all forms or reports necessary to obtain EDGAR Identification Numbers, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
   
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Rule 144 under the Securities Act or Sections 13 or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any form required to be filed by the undersigned pursuant to Rule 144 under the Securities Act, any Form 3, 4, or 5 under Section 16(a) of the Exchange Act, or any Schedule 13D or 13G under Section 13 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of May, 2016.
 
/s/ John L. Garcia
  
 
John L. Garcia