SC 13G/A 1 a20-7686_1sc13ga.htm 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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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).

 

 

 

SCHEDULE 13G/A

 

 

 

1

Names of reporting persons
GEOFFREY G. CLARK

 

 

2

Check the appropriate box if a member of a group (see instructions)

 

 

(a)

x

 

 

b)

o

 

 

3

SEC use only

 

 

4

Citizenship or place of organization
New York

 

 

 

Number of
shares
beneficially
owned by
each
reporting
person with:

5

Sole voting power
0

 

6

Shared voting power
4,293,997(1)

 

7

Sole dispositive power
0

 

8

Shared dispositive power
4,293,997(1)

 

 

9

Aggregate amount beneficially owned by each reporting person
4,293,997(1)

 

 

10

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  x

 

 

11

Percent of class represented by amount in Row (9)
6.7%(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, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2019 (the “Issuer 10-Q”).

 

2

 

 

SCHEDULE 13G/A

 

 

 

1

Names of reporting persons
SPH GRD Holdings, LLC

 

 

2

Check the appropriate box if a member of a group (see instructions)

 

 

(a)

x

 

 

b)

o

 

 

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
630,859(1)

 

7

Sole dispositive power
0

 

8

Shared dispositive power
630,859(1)

 

 

9

Aggregate amount beneficially owned by each reporting person
630,859(1)

 

 

10

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  x

 

 

11

Percent of class represented by amount in Row (9)
1.0%(2)

 

 

12

Type of reporting person (see instructions)
IA

 

(1) See Item 4 below.

(2) Based on 64,106,061 shares of common stock outstanding as of December 31, 2019, as reported in the Issuer 10-Q.

 

3

 

 

SCHEDULE 13G/A

 

 

 

1

Names of reporting persons
SIH CAPITAL PARTNERS (COMBINED), LLC

 

 

2

Check the appropriate box if a member of a group (see instructions)

 

 

(a)

x

 

 

b)

o

 

 

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
3,391,155(1)

 

7

Sole dispositive power
0

 

8

Shared dispositive power
3,391,155(1)

 

 

9

Aggregate amount beneficially owned by each reporting person
3,391,155(1)

 

 

10

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  o

 

 

11

Percent of class represented by amount in Row (9)
5.3%(2)

 

 

12

Type of reporting person (see instructions)
IA

 

 

(1) See Item 4 below.

(2) Based on 64,106,061 shares of common stock outstanding as of December 31, 2019, as reported in the Issuer 10-Q.

 

4

 

 

SCHEDULE 13G/A

 

 

 

1

Names of reporting persons
Starr Investment Holdings, LLC

 

 

2

Check the appropriate box if a member of a group (see instructions)

 

 

(a)

x

 

 

b)

o

 

 

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
4,293,997(1)

 

7

Sole dispositive power
0

 

8

Shared dispositive power
4,293,997(1)

 

 

9

Aggregate amount beneficially owned by each reporting person
4,293,997(1)

 

 

10

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  x

 

 

11

Percent of class represented by amount in Row (9)
6.7%(2)

 

 

12

Type of reporting person (see instructions)
IA

 

(1) See Item 4 below.

(2) Based on 64,106,061 shares of common stock outstanding as of December 31, 2019, as reported in the Issuer 10-Q.

 

5

 

 

SCHEDULE 13G/A

 

 

 

1

Names of reporting persons
SPH CAV I, LLC

 

 

2

Check the appropriate box if a member of a group (see instructions)

 

 

(a)

x

 

 

b)

o

 

 

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
271,983(1)

 

7

Sole dispositive power
0

 

8

Shared dispositive power
271,983(1)

 

 

9

Aggregate amount beneficially owned by each reporting person
271,983(1)

 

 

10

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  x

 

 

11

Percent of class represented by amount in Row (9)
0.4%(2)

 

 

12

Type of reporting person (see instructions)
IA

 

(1) See Item 4 below.

(2) Based on 64,106,061 shares of common stock outstanding as of December 31, 2019, as reported in the Issuer 10-Q.

 

6

 

 

SCHEDULE 13G/A

 

 

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) Geoffrey G. Clark;

(ii) SPH GRD Holdings, LLC;

(iii) SIH Capital Partners (Combined), LLC;

(iv) Starr Investment Holdings, LLC; and

(v) SPH CAV I, LLC

 

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 Securities Act of 1934, as amended (the “Exchange 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 Exchange Act.

Item 2(b)

Address of Principal Business Office or, if none, Residence:

The address for each of:

 

(i) Geoffrey G. Clark;

(ii) SPH GRD Holdings, LLC;

(iii) SIH Capital Partners (Combined), LLC;

(iv) Starr Investment Holdings, LLC; and

(v) SPH CAV I, LLC

 

is 399 Park Avenue, 17th Floor, New York, NY 10022, 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 Exchange Act.

 

7

 

 

SCHEDULE 13G/A

 

 

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 31, 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

 

Percent of Class (a)

 

Geoffrey G. Clark

 

4,293,997

(b)

6.7

%

SPH GRD Holdings, LLC

 

630,859

(c)

1.0

%

SIH Capital Partners (Combined), LLC

 

3,391,155

(d)

5.3

%

Starr Investment Holdings, LLC

 

4,293,997

(e)

6.7

%

SPH CAV I, LLC

 

271,983

(f)

0.4

%

 

(a)   Based on 64,106,061 shares of common stock outstanding as of December 2, 2019.

 

(b)   Mr. Geoffrey G. Clark is the Senior Managing Director of Starr Investment Holdings, LLC. Mr. Clark may be deemed to have voting power and dispositive power with respect to shares of the shares of the Company’s common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.

 

(c)   SPH GRD Holdings, LLC is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC. SPH GRD Acquisition Partners, LLC, which is controlled by Starr Investment Holdings, LLC, is the sole owner of SPH GRD Holdings, LLC. Geoffrey G. Clark may be deemed to have voting power and dispositive power with respect to shares of the Company’s common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.

 

(d)   SIH Capital Partners (Combined), LLC is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC. Geoffrey G. Clark may be deemed to have voting power and dispositive power with respect to shares of the Company’s common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.

 

(e)   SPH GRD Holdings, LLC, SPH CAV I, LLC and SIH Capital Partners (Combined), LLC are the direct stockholders of the shares, which are beneficially owned by Starr Investment Holdings, LLC. Geoffrey G. Clark may be deemed to have voting power and dispositive power with respect to shares of the Company’s common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.

 

(f)    SPH CAV I, LLC is the direct stockholder of the shares, which are beneficially owned by Starr Investment Holdings, LLC. SPH CAV I, LLC is a member of SPH GRD Acquisition Partners, LLC, which is controlled by Starr Investment Holdings, LLC. Geoffrey G. Clark may be deemed to have voting power and dispositive power with respect to shares of the Company’s common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.

 

8

 

 

SCHEDULE 13G/A

 

 

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:

SPH GRD Holdings, LLC (the “Starr Fund”) is a party to the Second Amended and Restated Stockholders’ Agreement, dated as of July 22, 2016, among the Company, Starr Investment Fund II, LLC, GRD Holding LP (“GRD Holding”), GRD Holding-A LP (“GRD Holding-A”) and GRD Holding AEA LLC (“GRD Holding AEA” and, together with GRD Holding and GRD Holding-A, the “AEA Funds”). The Starr Fund and the AEA Funds are party to a Coordination Agreement, dated as of July 22, 2016 (the “Coordination Agreement”). The Coordination Agreement contains, among other things, certain tag-along rights for the Starr Fund and AEA Funds in the event that the other party undertakes a private sale of shares of the Company’s stock, subject to certain conditions.

 

As of December 31, 2019, the aggregate number of shares of common stock beneficially owned collectively by the AEA Funds and the Starr Fund, 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 Starr Entities disclaim beneficial ownership of any shares of common stock held by the AEA Funds.

 

Item 9

Notice of Dissolution of Group:

Not Applicable.

 

9

 

 

SCHEDULE 13G/A

 

 

Item 10

Certifications:

Not Applicable.

 

INDEX TO EXHIBITS

 

Exhibit 
No.

 

Exhibit

99.1

 

Joint Filing Agreement

 

10

 

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

 

 

GEOFFREY G. CLARK

 

 

 

By:

/s/ Geoffrey G. Clark

 

 

Name: Geoffrey G. Clark

 

 

Title: Senior Managing Director

 

 

 

SPH GRD HOLDINGS, LLC

 

 

 

By:

Starr Investment Holdings, LLC, its managing member

 

 

 

 

By:

/s/ Geoffrey G. Clark

 

 

Name: Geoffrey G. Clark

 

 

Title: Senior Managing Director

 

 

 

SIH CAPITAL PARTNERS (COMBINED), LLC

 

 

 

By:

Starr Investment Holdings, LLC, its managing member

 

 

 

 

By:

/s/ Geoffrey G. Clark

 

 

Name: Geoffrey G. Clark

 

 

Title: Senior Managing Director

 

 

 

STARR INVESTMENT HOLDINGS, LLC

 

 

 

By:

/s/ Geoffrey G. Clark

 

 

Name: Geoffrey G. Clark

 

 

Title: Senior Managing Director

 

 

 

SPH CAV I, LLC

 

 

 

By:

Starr Investment Holdings, LLC, its managing member

 

 

 

 

By:

/s/ Geoffrey G. Clark

 

 

Name: Geoffrey G. Clark

 

 

Title: Senior Managing Director

 

11