SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
AEA INVESTORS LP

(Last) (First) (Middle)
666 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10103

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
06/14/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/14/2018 S 4,326,541(1) D $37.81 16,188,048 I See footnotes(2)(3)(4)(5)(6)(7)
Common Stock 06/15/2018 S 243,368(8) D $37.81 15,944,680 I See footnotes(3)(4)(5)(6)(7)(9)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
AEA INVESTORS LP

(Last) (First) (Middle)
666 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GRD Holding GP LLC

(Last) (First) (Middle)
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GRD Holding-A LLC

(Last) (First) (Middle)
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GRD Holding-A LP

(Last) (First) (Middle)
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GRD Holding LP

(Last) (First) (Middle)
C/O AEA INVESTORS LP
666 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10103

(City) (State) (Zip)
Explanation of Responses:
1. Includes 3,303,943, 317,588 and 705,010 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 June 11, 2018.
2. These shares of common stock of the issuer consist of (i) 12,361,930 shares directly held by GRD Holding LP, whose general partner is GRD Holding GP LLC, whose sole member is AEA Investors LP, (ii) 1,188,275 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) 2,637,843 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.
3. 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.
8. Includes 185,847, 17,864 and 39,657 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 exercise, in part, of the option to purchase additional shares under the Underwriting Agreement dated June 11, 2018.
9. These shares of common stock of the issuer consist of (i) 12,176,083 shares directly held by GRD Holding LP, whose general partner is GRD Holding GP LLC, whose sole member is AEA Investors LP, (ii) 1,170,411 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) 2,598,186 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.
AEA Investors LP, by /s/ Barbara L. Burns, Vice President 06/18/2018
GRD Holding GP LLC, by /s/ Barbara L. Burns, Vice President 06/18/2018
GRD Holding-A LLC, by /s/ Barbara L. Burns, Vice President and Secretary 06/18/2018
GRD Holding-A LP, by GRD Holding-A LLC, its general partner, by /s/ Barbara L. Burns, Vice President and Secretary 06/18/2018
GRD Holding LP, by GRD Holding GP LLC, its general partner, by /s/ Barbara L. Burns, Vice President 06/18/2018
** Signature of Reporting Person Date
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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