Amended Statement of Ownership (sc 13g/a)

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

AT HOME GROUP INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

04650Y 100

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. 04650Y100						13G/A
	1	Names of Reporting Persons GEOFFREY G. CLARK
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 20,586,314 (1)
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 20,586,314 (1)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 20,586,314 (1)
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 33.8% (2)
	12	Type of Reporting Person (See Instructions) IN

 

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(1) See Item 4 below.

(2) Based on 60,976,677 shares of common stock outstanding as of December 31, 2017, as reported in the Schedule 13G/A filed by AEA Investors 2006 Fund L.P., AEA Investors 2006 Fund II L.P., AEA Investors Partners 2006 L.P., AEA Management (Cayman) Ltd., AEA Investors LP, GRD Holding LP, GRD Holding GP LLC, GRD Holding-A LP, GRD Holding-A LLC, GRD Holding AEA LLC, AEA Investors 2006 Participant Fund LP, AEA Investors 2006 QP Participant Fund LP, AEA Investors 2006 PF LLC, AEA Management LLC and Dr. John L. Garcia , filed with the Securities and Exchange Commission on February 14, 2018 (the “ AEA Schedule 13G/A ”).

 

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CUSIP No. 04650Y100						13G/A
	1	Names of Reporting Persons SPH GRD Holdings, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 12,067,138 (1)
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 12,067,138 (1)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 12,067,138 (1)
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 19.8% (2)
	12	Type of Reporting Person (See Instructions) IA

 

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(1)   See Item 4 below.

(2)   Based on 60,976,677 shares of common stock outstanding as of December 31, 2017, as reported in the AEA Schedule 13G/A.

 

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CUSIP No. 04650Y100						13G/A
	1	Names of Reporting Persons Starr Investment Fund II, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 8,519,176 (1)
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 8,519,176 (1)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,519,176 (1)
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 14.0% (2)
	12	Type of Reporting Person (See Instructions) IA

 

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(1)   See Item 4 below.

(2)   Based on 60,976,677 shares of common stock outstanding as of December 31, 2017, as reported in the AEA Schedule 13G/A 7.

 

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CUSIP No. 04650Y100						13G/A
	1	Names of Reporting Persons Starr Investment Holdings, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 20,586,314 (1)
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 20,586,314 (1)
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 20,586,314 (1)
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x
	11	Percent of Class Represented by Amount in Row (9) 33.8% (2)
	12	Type of Reporting Person (See Instructions) IA

 

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(1)   See Item 4 below.

(2)   Based on 60,976,677 shares of common stock outstanding as of December 31, 2017, as reported in the AEA Schedule 13G/A.

 

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Item 1 (a).	Name of Issuer: At Home Group Inc.
Item 1 (b).	Address of Issuer’s Principal Executive Offices: 1600 East Plano Parkway, Plano, Texas 75074, USA
Item 2 (a).	Name of Person Filing: This Schedule 13G/A is being filed on behalf of the following persons (collectively, the “ Reporting Persons ”):*   (i)   Geoffrey G. Clark; (ii)   SPH GRD Holdings, LLC; (iii)   Starr Investment Fund II, LLC; (iv)   Starr Investment Holdings, LLC.   The Reporting Persons entered into a joint filing agreement, dated as of February 14, 2017, a copy of which was filed as Exhibit 99.1 to the Schedule 13G, filed by the Reporting Persons on February 14, 2017, pursuant to which such Reporting Persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Act of 1934.

 

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		*Neither the present filing nor anything contained herein shall be construed as an admission that two or more Reporting Persons constitute a “person” for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.
Item 2 (b).		Address of Principal Business Office or, if none, Residence: The address for each of:   Geoffrey G. Clark SPH GRD Holdings, LLC Starr Investment Fund II, LLC Starr Investment Holdings, LLC   is 399 Park Avenue, 17th Floor, New York, NY 10022, USA
Item 2 (c).		Citizenship: Citizenship is set forth in Row 4 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons.
Item 2 (d).		Title of Class of Securities: Common Stock, par value $0.01 per share.
Item 2 (e).		CUSIP Number: 04650Y100
Item 3.
Not applicable as this Schedule 13G/A is filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934.

 

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Item 4.

Ownership:

The information required by Items 4(a)-4(c) is set forth in Rows 5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons. As of December 31, 2017, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of At Home Group Inc. (the “ Company ”) listed opposite its or his name:

 

Reporting Person		Number of Shares Beneficially Owned		Percent of Class (a)
Geoffrey G. Clark		20,586,314	(b)	33.8	%
SPH GRD Holdings, LLC		12,067,138	(c)	19.8	%
Starr Investment Fund II, LLC		8,519,176	(d)	14.0	%
Starr Investment Holdings, LLC		20,586,314	(e)	33.8	%

 

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	(a)	Based on 60,366,768 shares of common stock outstanding as of December 31, 2017.
	(b)	Mr. Geoffrey G. Clark is the Senior Managing Director of Starr Investment Holdings, LLC. Mr. Clark may be deemed to have voting power and dispositive power with respect to shares of the shares of the Company’s common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.
	(c)	SPH GRD Holdings, LLC is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC. SPH GRD Acquisition Partners, LLC, which is controlled by Starr Investment Holdings, LLC, is the sole owner of SPH GRD Holdings, LLC. Geoffrey G. Clark may be deemed to have voting power and dispositive power with respect to shares of the Company’s common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.
	(d)	Starr Investment Fund II, LLC is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC. Geoffrey G. Clark may be deemed to have voting power and dispositive power with respect to shares of the Company’s common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.
	(e)	SPH GRD Holdings, LLC and Starr Investment Fund II, LLC are the direct stockholders of the shares, which are beneficially owned by Starr Investment Holdings, LLC. Geoffrey G. Clark may be deemed to have voting power and dispositive power with respect to shares of the Company’s common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.
Item 5.	Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.

 

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Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
Not applicable.
Item 8.	Identification and Classification of Members of the Group:
Each of Starr Investment Fund II, LLC (“ Starr II ”) and SPH GRD Holdings, LLC (“ Starr ” and, together with Starr II, the “ Starr Funds ”) is a party to a Second Amended and Restated Stockholders’ Agreement, dated as of July 22, 2016 (the “ Stockholders Agreement ”), among the Company, GRD Holding LP (“ GRD Holding ”), GRD Holding-A LP (“ GRD Holding-A ”) and GRD Holding AEA LLC (“ GRD Holding AEA ” and, together with GRD Holding and GRD Holding-A, the “ AEA Funds ”). The Stockholders Agreement contains, among other things, certain restrictions on the ability of the AEA Funds and Starr Funds to freely transfer shares of the Company’s stock, and further provides that, for a period of two years following the initial public offering of the Company, subject to certain exceptions, Starr II will agree to vote or cause to be voted the 8,519,176 shares of the Company’s common stock held of record by Starr II as of the date hereof on all matters presented to the stockholders in the same manner that the AEA Funds vote on such matters. As a result of such agreement, the AEA Funds may be deemed to have or share voting power over the 8,519,176 shares held of record by Starr II, however the AEA Funds disclaim beneficial ownership of such shares.   The Stockholders Agreement also provides that, for so long as each of the AEA Funds, on the one hand, and Starr, on the other hand, respectively in the aggregate own at least 10% of the Company’s outstanding common stock, each of the AEA Funds and Starr are entitled to nominate at least one individual for election to the Company’s board. The AEA Funds and the Starr Funds have agreed pursuant to the Stockholders Agreement to vote all of their respective shares to elect such individuals to the Company’s board. As a result of such agreement, the Starr Funds may be deemed to have or share voting power over the 18,515,525 shares held of record by GRD Holding, the 1,779,782 shares held of record by GRD Holding-A, and the 3,950,924 shares held of record by GRD Holding AEA however the Starr Funds disclaim beneficial ownership of such shares.   The aggregate number of shares of common stock beneficially owned collectively by the AEA Funds and Starr Funds, based on available information, is approximately 44,832,545 shares, which represents approximately 73.5% of the outstanding common stock of the Company. The Starr Funds disclaim beneficial ownership of any shares of common stock held by the AEA Funds.
Item 9.	Notice of Dissolution of Group:
Not applicable.
Item 10.	Certification:
Not applicable.

 

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INDEX TO EXHIBITS

 

Exhibit No.		Exhibit
99.1		Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 14, 2017 (File No. 005-89876))

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2018

 

	GEOFFREY G. CLARK
	By:	/s/ Geoffrey G. Clark
		Name:	Geoffrey G. Clark
		Title:	Director
	SPH GRD HOLDINGS, LLC
	By: Starr Investment Holdings, LLC, its managing member
	By:	/s/ Geoffrey G. Clark
		Name:	Geoffrey G. Clark
		Title:	Senior Managing Director
	STARR INVESTMENT FUND II, LLC
	By:	/s/ Geoffrey G. Clark
		Name:	Geoffrey G. Clark
		Title:	President
	STARR INVESTMENT HOLDINGS, LLC
	By:	/s/ Geoffrey G. Clark
		Name:	Geoffrey G. Clark
		Title:	Senior Managing Director

 

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