SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

AT HOME GROUP INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

04650Y 100

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐  Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	AEA Investors 2006 Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,716,923 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,716,923 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,716,923 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

 

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	AEA Investors LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			8,819,581 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			8,819,581 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,819,581 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.8% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	GRD Holding LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			8,046,154 (1)(2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			8,046,154 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,046,154 (1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.6% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Excludes 4,293,997 shares of common stock that may be beneficially owned by other parties to the agreements described in Item 8 below. See Items 4 and 8 below.
(3)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	GRD Holding GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			8,046,154 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			8,046,154 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,046,154 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.6% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	GRD Holding-A LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			773,427 (1)(2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			773,427 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	773,427 (1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.2% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Excludes 4,293,997 shares of common stock that may be beneficially owned by other parties to the agreements described in Item 8 below. See Items 4 and 8 below.
(3)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

 

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	GRD Holding-A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			773,427 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			773,427 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	773,427 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.2% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	GRD Holding AEA LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,716,923 (1)(2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,716,923 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,716,923 (1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.
(2)	Excludes 4,293,997 shares of common stock that may be beneficially owned by other parties to the agreements described in Item 8 below. See Items 4 and 8 below.
(3)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	AEA Investors 2006 Participant Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,716,923 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,716,923 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,716,923 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	AEA Investors 2006 QP Participant Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,716,923 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,716,923 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,716,923 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	AEA Investors 2006 Fund II L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,716,923 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,716,923 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,716,923 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	AEA Investors 2006 PF LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,716,923 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,716,923 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,716,923 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

 

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	AEA Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,716,923 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,716,923 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,716,923 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

 

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	AEA Investors Partners 2006 L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,716,923 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,716,923 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,716,923 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	AEA Management (Cayman) Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,716,923 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,716,923 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,716,923 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

 

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	John L. Garcia
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			10,536,504 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			10,536,504 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,536,504 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	16.4% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

CUSIP No. 04650Y100 13G/A

1	NAMES OF REPORTING PERSONS
	Brian R. Hoesterey
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			10,536,504 (1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			10,536,504 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,536,504 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☒
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	16.4% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.
(2)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

Explanatory Note

This filing constitutes Amendment No. 3 to the Schedule 13G originally filed with the Securities and Exchange Commission (the “SEC”) by the Reporting Persons named therein on February 14, 2017 as amended by Amendment No. 1 filed with the SEC by the Reporting Persons named therein on February 14, 2018 and Amendment No. 2 filed with the SEC by the Reporting Persons named therein on February 14, 2019. This Amendment No. 3 is being filed solely to (i) reflect the addition of Brian R. Hoesterey, who became Chief Executive Officer of AEA Investors LP during 2019, as an additional Reporting Person, and (ii) reflect holdings of shares that may be beneficially owned by the Starr Entities (and defined below), with whom the Reporting Persons may be deemed to have or share voting power with respect to certain shares. There have been no new acquisitions or dispositions of shares by the Reporting Persons named herein since the transactions that were reported in Amendment No. 2 to the original Schedule 13G.

Item 1 (a).Name of Issuer:

At Home Group Inc.

Item 1 (b).Address of Issuer’s Principal Executive Offices:

1600 East Plano Parkway, Plano, Texas 75074, USA

Item 2 (a).Name of Person Filing:

This Schedule 13G/A is being filed on behalf of the following persons (collectively, the “Reporting Persons”):*

(i)	AEA Investors Partners 2006 L.P.;
(ii)	AEA Investors LP;
(iii)	GRD Holding LP;
(iv)	GRD Holding GP LLC;
(v)	GRD Holding-A LP;
(vi)	GRD Holding-A LLC;
(vii)	GRD Holding AEA LLC;
(viii)	AEA Investors 2006 Participant Fund LP;
(ix)	AEA Investors 2006 QP Participant Fund LP;
(x)	AEA Investors 2006 Fund L.P.;
(xi)	AEA Investors 2006 Fund II L.P.;
(xii)	AEA Investors 2006 PF LLC;
(xiii)	AEA Management LLC;
(xiv)	AEA Management (Cayman) Ltd.;
(xv)	Dr. John L. Garcia; and
(xvi)	Mr. Brian R. Hoesterey.

The Reporting Persons entered into a joint filing agreement, dated as of February 14, 2020, a copy of which is filed as Exhibit 99.1 to this Schedule 13G/A, pursuant to which such Reporting Persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Act.

*Neither the present filing nor anything contained herein shall be construed as an admission that two or more Reporting Persons constitute a “person” for any purposes other than Section 13(d) of the Act.

Item 2 (b).Address of Principal Business Office or, if none, Residence:

The address for each of:

AEA Investors 2006 Fund L.P.

AEA Investors 2006 Fund II L.P.

AEA Investors Partners 2006 L.P.

AEA Management (Cayman) Ltd.

is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

The address for each of:

AEA Investors LP

GRD Holding LP

GRD Holding GP LLC

GRD Holding-A LP

GRD Holding-A LLC

GRD Holding AEA LLC

AEA Investors 2006 Participant Fund LP

AEA Investors 2006 QP Participant Fund LP

AEA Investors 2006 PF LLC

AEA Management LLC

Dr. John L. Garcia

Mr. Brian R. Hoesterey

is c/o AEA Investors LP, 666 Fifth Avenue, 36^th Floor, New York, NY 10103, USA.

Item 2 (c).Citizenship:

Citizenship is set forth in Row 4 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons.

Item 2 (d).Title of Class of Securities:

Common Stock, par value $0.01 per share.

Item 2 (e).CUSIP Number:

04650Y100

Item 3.

Not applicable as this Schedule 13G/A is filed pursuant to Rule 13d-1(d) under the Act.

Item 4.     Ownership:

The information required by Items 4(a)-4(c) is set forth in Rows 5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons.  As of December 2, 2019, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of At Home Group Inc. (the “Company”) listed opposite its or his name:

Reporting Person	Number of Shares Beneficially Owned(a)	Percent of Class(b)
AEA Investors 2006 Fund L.P.	0(c)	0%
GRD Holding LP	8,046,154(d)	12.6%
AEA Investors LP	0(d)(e)	0%
GRD Holding GP LLC	0(d)	0%
GRD Holding-A LP	773,427(e)	1.2%
GRD Holding-A LLC	0(e)	0%
GRD Holding AEA LLC	1,716,923(c)	2.7%
AEA Investors 2006 Participant Fund LP	0(c)	0%
AEA Investors 2006 QP Participant Fund LP	0(c)	0%
AEA Investors 2006 Fund II L.P.	0(c)	0%
AEA Investors 2006 PF LLC	0(c)	0%
AEA Management LLC	0(c)	0%
AEA Investors Partners 2006 L.P.	0(c)	0%
AEA Management (Cayman) Ltd.	0(c)	0%
John L. Garcia	0(f)	0%
Brian R. Hoesterey	0(f)	0%

(a)	Excludes 4,293,997 shares of common stock of the Company that may be beneficially owned by certain of the Starr Entities (as defined below), which may be party to certain agreements described in Item 8 below, and with respect to which certain of the Reporting Persons may be deemed to have or share voting control. The Reporting Persons disclaim beneficial ownership of any shares of common stock that may be beneficially owned by the Starr Entities. See Item 8 below.
(b)	Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.
(c)	GRD Holding AEA LLC, which is the holder of record of 1,716,923 shares of common stock, is a limited liability company whose members are AEA Investors 2006 Participant Fund LP, AEA Investors 2006 QP Participant Fund LP, AEA Investors 2006 Fund L.P. and AEA Investors 2006 Fund II L.P.  The general partner of each of AEA Investors 2006 Participant Fund LP and AEA Investors 2006 QP Participant Fund LP is AEA Investors 2006 PF LLC, whose sole member is AEA Management LLC. The general partner of each of AEA Investors 2006 Fund L.P. and AEA Investors 2006 Fund II L.P. is AEA Investors Partners 2006 L.P., whose general partner is AEA Management (Cayman) Ltd.  Each of AEA Investors 2006 Participant Fund LP, AEA Investors 2006 QP Participant Fund LP, AEA Investors 2006 Fund L.P., AEA Investors 2006 Fund II L.P., AEA Investors 2006 PF LLC, AEA Management LLC, AEA Investors Partners 2006 L.P. and AEA Management (Cayman) Ltd. may be deemed to share beneficial ownership of the shares of the Company’s common stock held of record by GRD Holding AEA LLC, but each disclaims beneficial ownership of such shares, as well as of the shares held of record by GRD Holding LP and GRD Holding-A LP.
(d)	GRD Holding LP, which is the holder of record of 8,046,154 shares of common stock, is a limited partnership whose general partner is GRD Holding GP LLC, whose sole member is AEA Investors LP.  Each of GRD Holding GP LLC and AEA Investors LP may be deemed to share beneficial ownership of the shares of the Company’s common stock held of record by GRD Holding LP, but each disclaims beneficial ownership of such shares, as well as of the shares held of record by GRD Holding-A LP and GRD Holding AEA LLC.
(e)	GRD Holding-A LP, which is the holder of record of 773,427 shares of common stock, is a limited partnership whose general partner is GRD Holding-A LLC, whose sole member is AEA Investors LP. Each of GRD Holding-A LLC and AEA Investors LP may be deemed to share beneficial ownership of the shares of the Company’s common stock held of record by GRD Holding-A LP, but each disclaims beneficial ownership of such shares, as well as of the shares held of record by GRD Holding LP and GRD Holding AEA LLC.
(f)	Dr. John L. Garcia is the Chairman of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd. Mr. Brian R. Hoesterey is the Chief Executive Officer of AEA Investors LP.  Each of Dr. Garcia and Mr. Hoesterey may be deemed to share beneficial ownership of the shares of the Company’s common stock held of record by GRD Holding LP, GRD Holding-A LP and GRD Holding AEA LLC, but each of Dr. Garcia and Mr. Hoesterey disclaims beneficial ownership of such shares.

  Item 5.Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6.Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8.Identification and Classification of Members of the Group:

Each of GRD Holding LP, GRD Holding-A LP and GRD Holding AEA LLC (collectively, the “AEA Funds”) is a party to a Second Amended and Restated Stockholders’ Agreement, dated as of July 22, 2016 (the “Stockholders Agreement”), among the Company and certain of the Starr Entities. The AEA Funds and certain of the Starr Entities have also agreed to coordinate certain private sales. The AEA Funds may be deemed to have or share voting power over certain shares that may be beneficially owned by the Starr Entities; however, the AEA Funds disclaim beneficial ownership of any such shares.

As of December 31, 2019, the aggregate number of shares of common stock beneficially owned collectively by the AEA Funds and SPH GRD Holdings, LLC, Starr Investment Holdings, LLC and SPH CAV I, LLC (collectively, the “Starr Entities”), based on available information, is approximately 14,830,501 shares, which represents approximately 23.1% of the outstanding common stock of the Company. The AEA Funds disclaim beneficial ownership of any shares of common stock that may be beneficially owned by the Starr Entities.

Item 9.Notice of Dissolution of Group:

Not applicable.

Item 10.Certification:

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 14, 2020

AEA INVESTORS 2006 FUNDL.P.
By:	AEA Investors Partners 2006 L.P., its general partner
By:	AEA Management (Cayman) Ltd., its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA INVESTORS LP
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

GRD HOLDING GP LLC
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

GRD HOLDING-A LLC
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President and Secretary

GRD HOLDING-A LP
By:	GRD Holding-A LLC, its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President and Secretary

GRD HOLDING LP
By:	GRD Holding GP LLC, its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

GRD HOLDING AEA LLC
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA INVESTORS 2006 PARTICIPANT FUND LP
By:	AEA Investors 2006 PF LLC, its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA INVESTORS 2006 QP PARTICIPANT FUND LP
By:	AEA Investors 2006 PF LLC, its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA INVESTORS 2006 FUND II L.P.
By:	AEA Investors Partners 2006 L.P., its general partner
By:	AEA Management (Cayman) Ltd., its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA INVESTORS 2006 PF LLC
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA MANAGEMENT LLC
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President and Secretary

AEA INVESTORS PARTNERS 2006 L.P.
By:	AEA Management (Cayman) Ltd., its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA MANAGEMENT (CAYMAN) LTD.
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

JOHN L. GARCIA
By:	/s/ Barbara L. Burns, attorney-in-fact
	Name:  John L. Garcia

 

BRIAN R. HOESTEREY
By:	/s/ Barbara L. Burns, attorney-in-fact
	Name:  Brian R. Hoesterey

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	Joint Filing Agreement
99.2	Power of Attorney (incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons on February 14, 2017 (File No. 005-89876))
99.3	Power of Attorney of Brian R. Hoesterey

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of an amended statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of At Home Group Inc. and further agree to the filing of this agreement to be included as an exhibit to such filing.  In addition, each party to this agreement expressly authorizes each other party to this agreement to file on its behalf any and all amendments to such amended statement on Schedule 13G. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

Date:  February 14, 2020

AEA INVESTORS 2006 FUNDL.P.
By:	AEA Investors Partners 2006 L.P., its general partner
By:	AEA Management (Cayman) Ltd., its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA INVESTORS LP
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

GRD HOLDING GP LLC
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

GRD HOLDING-A LLC
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President and Secretary

GRD HOLDING-A LP
By:	GRD Holding-A LLC, its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President and Secretary

GRD HOLDING LP
By:	GRD Holding GP LLC, its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

GRD HOLDING AEA LLC
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA INVESTORS 2006 PARTICIPANT FUND LP
By:	AEA Investors 2006 PF LLC, its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA INVESTORS 2006 QP PARTICIPANT FUND LP
By:	AEA Investors 2006 PF LLC, its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA INVESTORS 2006 FUND II L.P.
By:	AEA Investors Partners 2006 L.P., its general partner
By:	AEA Management (Cayman) Ltd., its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA INVESTORS 2006 PF LLC
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA MANAGEMENT LLC
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President and Secretary

AEA INVESTORS PARTNERS 2006 L.P.
By:	AEA Management (Cayman) Ltd., its general partner
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

AEA MANAGEMENT (CAYMAN) LTD.
By:	/s/ Barbara L. Burns
	Name:  Barbara L. Burns
	Title:    Vice President

JOHN L. GARCIA
By:	/s/ Barbara L. Burns, attorney-in-fact
	Name:  John L. Garcia

 

BRIAN R. HOESTEREY
By:	/s/ Barbara L. Burns, attorney-in-fact
	Name:  Brian R. Hoesterey

EX-99.3

EXHIBIT 99.3

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Barbara Burns, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned’s capacity as executive officer, director and/or beneficial owner of equity securities of At Home Group Inc. (the “Company”), (i) any forms required to be filed by the undersigned pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), (ii) Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act, (iii) Schedules 13D and 13G in accordance with Section 13 of the Exchange Act, and (iv) and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such (i) form required to be filed by the undersigned pursuant to Rule 144 under the Securities Act, (ii) Form 3, 4, or 5 under Section 16(a) of the Exchange Act, (iii) Schedule 13D or 13G under Section 13 of the Exchange Act, or (iv) other form or report, including, without limitation, all forms or reports necessary to obtain EDGAR Identification Numbers, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Rule 144 under the Securities Act or Sections 13 or 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any form required to be filed by the undersigned pursuant to Rule 144 under the Securities Act, any Form 3, 4, or 5 under Section 16(a) of the Exchange Act, or any Schedule 13D or 13G under Section 13 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of May, 2016.

/s/ Brian R. Hoesterey

Brian R. Hoesterey