At Home Form 4 / Ashley F Sheetz ownership change

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^*

Sheetz Ashley F

(Last)

(First)

(Middle)

AT HOME GROUP INC.

1600 EAST PLANO PARKWAY

(Street)

PLANO

75074

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/23/2021		D		4,712	D	⁽¹⁾	2,103⁽²⁾	D
Common Stock	07/23/2021		D		2,103⁽³⁾	D	$37	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$15.77	07/23/2021		D			28,226	⁽⁴⁾	01/27/2027	Common Stock	28,226	$21.23⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$31.56	07/23/2021		D			69,636	⁽⁶⁾	04/03/2025	Common Stock	69,636	$5.44⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$17.83	07/23/2021		D			27,311	⁽⁷⁾	03/28/2026	Common Stock	27,311	$19.17⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$8.95	07/23/2021		D			14,800	⁽⁸⁾	09/12/2026	Common Stock	14,800	$28.05⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$7.58	07/23/2021		D			100,000	⁽⁹⁾	06/22/2027	Common Stock	100,000	$29.42⁽¹⁰⁾	0	D
Employee Stock Option (Right to Buy)	$27.28	07/23/2021		D			20,832	⁽¹¹⁾	03/30/2028	Common Stock	20,832	$9.72⁽¹⁰⁾	0	D

Explanation of Responses:

1. Pursuant to a rollover agreement entered into between the reporting person and Ambience Parent, Inc. ("Parent") in connection with the effectuation of the transactions contemplated by the amended and restated merger agreement between the issuer, Parent, and Ambience Merger Sub, Inc. (the "Merger Agreement"), the reporting person exchanged these shares for shares of Parent having an equivalent value as of the effective date of the merger, based on a market value of the issuer shares on the effective date of $37 per share.

2. This amount consists of shares deliverable upon vesting and settlement of restricted stock units.

3. These restricted stock units were cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the market value of the underlying issuer common stock on the effective date of the merger ($37 per share).

4. This option was fully vested and exercisable as of the cancellation date.

5. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to, for each share subject to the option, the amount by which the market value of the underlying issuer common stock on the effective date of the merger ($37 per share) exceeded the per share exercise price of the option.

6. This option was vested with respect to 44,222 shares and provided for vesting of the remainder of the option on April 3, 2022.

7. This option was vested with respect to 13,646 shares and provided for vesting of the remainder of the option on March 28, 2022.

8. This option provided for vesting on January 29, 2022.

9. This option was vested with respect to 33,334 shares and provided for vesting of the remainder of the option in substantially equal annual installments on each of June 22, 2022 and June 22, 2023.

10. The portion of this option that was vested or scheduled to vest on or before July 23, 2022 was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to, for each share subject to the option, the amount by which the market value of the underlying issuer common stock on the effective date of the merger ($37 per share) exceeded the per share exercise price of the option. The portion of this option scheduled to vest after July 23, 2022 was cancelled pursuant to the Merger Agreement in exchange for a deferred cash payment (or, at the election of the reporting person, a grant of Parent restricted stock or restricted stock units having a grant date value) equal to the amount by which the market value of the underlying issuer common stock on the effective date of the merger ($37 per share) exceeded the exercise price of the option, subject to vesting on the same schedule as the cancelled option.

11. This option provided for vesting in three substantially equal annual installments beginning on March 30, 2022.

	/s/ Mary Jane Broussard, Attorney-in-Fact for Ashley F. Sheetz	08/03/2021
	** 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).
Note: 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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At Home (HOME) Form 4At Home / Ashley F Sheetz ownership change