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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol At Home Group Inc. [ HOME ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/22/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/22/2021 | U | 23,416 | D | (1) | 6,591(2) | D | |||
| Common Stock | 07/23/2021 | D | 4,722 | D | $37 | 1,869(3) | D | |||
| Common Stock | 07/23/2021 | D | 1,869(4) | D | $37 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $15 | 07/23/2021 | D | 61,967 | (5) | 08/03/2023 | Common Stock | 61,967 | $22(6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $9.75 | 07/23/2021 | D | 7,049 | (5) | 03/27/2024 | Common Stock | 7,049 | $27.25(6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $9.75 | 07/23/2021 | D | 19,467 | (5) | 06/03/2024 | Common Stock | 19,467 | $27.25(6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $31.56 | 07/23/2021 | D | 68,619 | (7) | 04/03/2025 | Common Stock | 68,619 | $5.44(6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $17.83 | 07/23/2021 | D | 36,415 | (8) | 03/28/2026 | Common Stock | 36,415 | $19.17(6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $8.95 | 07/23/2021 | D | 14,800 | (9) | 09/12/2026 | Common Stock | 14,800 | $28.05(6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $7.58 | 07/23/2021 | D | 85,000 | (10) | 06/22/2027 | Common Stock | 85,000 | $29.42(11) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $27.28 | 07/23/2021 | D | 12,499 | (12) | 03/30/2028 | Common Stock | 12,499 | $9.72(11) | 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 includes 1,869 shares deliverable upon vesting and settlement of restricted stock units. |
| 3. This amount consists of shares deliverable upon vesting and settlement of restricted stock units. |
| 4. 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). |
| 5. This option was fully vested and exercisable as of the cancellation date. |
| 6. 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. |
| 7. This option was vested with respect to 44,205 shares and provided for vesting of the remainder of the option on April 3, 2022. |
| 8. This option was vested with respect to 24,277 shares and provided for vesting of the remainder of the option on March 28, 2022. |
| 9. This option provided for vesting on January 29, 2022. |
| 10. This option was vested with respect to 28,334 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. |
| 11. 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. |
| 12. This option provided for vesting in three substantially equal annual installments beginning on March 30, 2022. |
| /s/ Mary Jane Broussard | 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. | ||
| 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 Number. | ||