Statement of Changes in Beneficial Ownership (4)
03 August 2021 - 05:00PM
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 |
|
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 * FRANCIS
PHILIP L |
2. Issuer Name and Ticker or Trading
Symbol At Home Group Inc. [ HOME ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
AT HOME GROUP INC., 1600 EAST PLANO PARKWAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/22/2021
|
|
(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 |
7/22/2021 |
|
U |
|
50709 |
D |
$37 |
5132 (1) |
D |
|
|
Common Stock |
7/22/2021 |
|
U |
|
82883 |
D |
$37 |
0 |
I |
Held by Francis Revocable Trust (2) |
|
Common Stock |
7/23/2021 |
|
D |
|
5132 (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 |
|
Stock Option (Right to Buy) |
$17.56 |
7/23/2021 |
|
D |
|
|
56517 |
(4) |
4/8/2025 |
Common Stock |
56517 |
$19.44 (5) |
0 |
D |
|
| Explanation of
Responses: |
| (1) |
This amount consists of
shares deliverable upon vesting and settlement of restricted stock
units. |
| (2) |
The reporting person
beneficially owns these shares of the issuer's common stock
indirectly through the Francis Revocable Trust (the "Trust"). The
reporting person and his wife serve as the trustees and are the
beneficiaries of the Trust. |
| (3) |
These restricted stock units
were cancelled pursuant to the amended and restated merger
agreement between issuer, Ambience Parent, Inc. and Ambience Merger
Sub, Inc. 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 amended and restated merger agreement between
issuer, Ambience Parent, Inc. and Ambience Merger Sub, Inc. in
exchange for a cash payment in an amount representing the
difference between, for each share in respect of the option, the
exercise price of the option and the market value of the underlying
issuer common stock on the effective date of the merger ($37 per
share). |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
FRANCIS PHILIP L
AT HOME GROUP INC.
1600 EAST PLANO PARKWAY
PLANO, TX 75074 |
X |
|
|
|
Signatures
|
|
/s/ Mary Jane Broussard, Attorney-in-Fact for
Philip L. Francis |
|
8/3/2021 |
| **Signature
of Reporting Person |
Date |
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