Statement of Changes in Beneficial Ownership (4)
03 August 2021 - 04:34PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
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
|
|
| 1. Name
and Address of Reporting Person * Sheetz Ashley
F |
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 |
|
(Last)
(First)
(Middle)
AT HOME GROUP INC., 1600 EAST PLANO PARKWAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/23/2021
|
|
(Street)
PLANO, TX 75074
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
7/23/2021 |
|
D |
|
4712 |
D |
(1) |
2103 (2) |
D |
|
|
Common Stock |
7/23/2021 |
|
D |
|
2103 (3) |
D |
$37 |
0 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
|
Employee Stock Option (Right to
Buy) |
$15.77 |
7/23/2021 |
|
D |
|
|
28226 |
(4) |
1/27/2027 |
Common Stock |
28226 |
$21.23 (5) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$31.56 |
7/23/2021 |
|
D |
|
|
69636 |
(6) |
4/3/2025 |
Common Stock |
69636 |
$5.44 (5) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$17.83 |
7/23/2021 |
|
D |
|
|
27311 |
(7) |
3/28/2026 |
Common Stock |
27311 |
$19.17 (5) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$8.95 |
7/23/2021 |
|
D |
|
|
14800 |
(8) |
9/12/2026 |
Common Stock |
14800 |
$28.05 (5) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$7.58 |
7/23/2021 |
|
D |
|
|
100000 |
(9) |
6/22/2027 |
Common Stock |
100000 |
$29.42 (10) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$27.28 |
7/23/2021 |
|
D |
|
|
20832 |
(11) |
3/30/2028 |
Common Stock |
20832 |
$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. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Sheetz Ashley F
AT HOME GROUP INC.
1600 EAST PLANO PARKWAY
PLANO, TX 75074 |
|
|
Chief Marketing Officer |
|
Signatures
|
|
/s/ Mary Jane Broussard, Attorney-in-Fact for
Ashley F. Sheetz |
|
8/3/2021 |
| **Signature
of Reporting Person |
Date |
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