Statement of Changes in Beneficial Ownership (4)
October 09 2018 - 8:21AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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Starr Investment Holdings, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
At Home Group Inc.
[
HOME
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Former 10% Owner
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(Last)
(First)
(Middle)
399 PARK AVENUE, 17TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/8/2018
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/8/2018
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J
(1)
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4315843
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D
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(1)
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4630198
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I
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See footnote
(2)
(3)
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Common Stock
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10/8/2018
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J
(1)
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1686877
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A
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(1)
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6317075
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I
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See footnote
(4)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Represents the pro rata distribution of shares made for no consideration to the limited partners of SPH GRD Holdings, LLC, including its third-party investors, Starr Investment Fund II, LLC ("Starr II") and SPH CAV I, LLC.
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(2)
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SPH GRD Holdings, LLC and Starr II are the direct stockholders of the shares, which are beneficially owned by Starr Investment Holdings, LLC. Geoffrey G. Clark, the Senior Managing Director of Starr Investment Holdings, LLC, may be deemed to have voting power and dispositive power with respect to shares of At Home Group Inc. common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.
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(3)
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Represents (i) 928,083 shares of common stock held of record by SPH GRD Holdings, LLC, who 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; and (ii) 3,702,115 shares of common stock held of record by Starr II, who is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC.
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(4)
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SPH GRD Holdings, LLC, Starr II and SPH CAV I, LLC are the direct stockholders of the shares, which are beneficially owned by Starr Investment Holdings, LLC. Geoffrey G. Clark, the Senior Managing Director of Starr Investment Holdings, LLC, may be deemed to have voting power and dispositive power with respect to shares of At Home Group Inc. common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares
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(5)
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Represents (i) 928,083 shares of common stock held of record by SPH GRD Holdings, LLC, who 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; (ii) 4,988,866 shares of common stock held of record by Starr II, who is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC; and (iii) 400,126 shares of common stock held of record by SPH CAV I, LLC, who is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC. In the distribution, SPH GRD Holdings, LLC distributed 4,315,843 shares of common stock and Starr II and SPH CAV I, LLC received 1,286,751 and 400,126 shares of common stock, respectively.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Starr Investment Holdings, LLC
399 PARK AVENUE, 17TH FLOOR
NEW YORK, NY 10022
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Former 10% Owner
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Signatures
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Starr Investment Holdings, LLC, by /s/ Geoffrey G. Clark, Senior Managing Director
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10/9/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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