UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*


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, 2017
(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)
ý 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
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
3,950,924 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,950,924 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,950,924 (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)
 
 
6.5% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
20,295,307 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
20,295,307 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,295,307 (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)
 
 
33.3% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
27,034,701 (1)(2)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
18,515,525 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
27,034,701 (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)
 
 
44.3% (3)(4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Includes 8,519,176 shares of common stock held of record by another party to the Stockholders Agreement (as defined in Item 8 below). Excludes a further 12,067,138 shares of common stock owned by another party to the Stockholders Agreement. See Items 4 and 8 below.
(3)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
(4)
The percentage represented by the amount in Row (9), together with (i) the 12,067,138 shares of common stock excluded from Row (9) as described in footnote (2) and (ii) the shares of common stock reported on this Schedule 13G/A as being beneficially owned by other Reporting Persons (as defined in Item 2(a) below), is 73.5%. See Items 4 and 8 below.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
18,515,525 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
18,515,525 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,515,525 (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)
 
 
30.7% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
10,298,958 (1)(2)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,779,782 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
10,298,958 (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)
 
 
16.9% (3)(4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Includes 8,519,176 shares of common stock held of record by another party to the Stockholders Agreement (as defined in Item 8 below). Excludes a further 12,067,138 shares of common stock owned by another party to the Stockholders Agreement. See Items 4 and 8 below.
(3)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
(4)
The percentage represented by the amount in Row (9), together with (i) the 12,067,138 shares of common stock excluded from Row (9) as described in footnote (2) and (ii) the shares of common stock reported on this Schedule 13G/A as being beneficially owned by other Reporting Persons (as defined in Item 2(a) below), is 73.5%. See Items 4 and 8 below.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
1,779,782 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,779,782 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,779,782 (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)
 
 
2.9% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
12,470,100 (1)(2)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,950,924 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
12,470,100 (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)
 
 
20.5% (3)(4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Includes 8,519,176 shares of common stock held of record by another party to the Stockholders Agreement (as defined in Item 8 below). Excludes a further 12,067,138 shares of common stock owned by another party to the Stockholders Agreement. See Items 4 and 8 below.
(3)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
(4)
The percentage represented by the amount in Row (9), together with (i) the 12,067,138 shares of common stock excluded from Row (9) as described in footnote (2) and (ii) the shares of common stock reported on this Schedule 13G/A as being beneficially owned by other Reporting Persons (as defined in Item 2(a) below), is 73.5%. See Items 4 and 8 below.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
3,950,924 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,950,924 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,950,924 (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)
 
 
6.5% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
3,950,924 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,950,924 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,950,924 (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)
 
 
6.5% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
3,950,924 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,950,924 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,950,924 (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)
 
 
6.5% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
3,950,924 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,950,924 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,950,924 (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)
 
 
6.5% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
3,950,924 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,950,924 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,950,924 (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)
 
 
6.5% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
3,950,924 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,950,924 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,950,924 (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)
 
 
6.5% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
3,950,924 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,950,924 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,950,924 (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)
 
 
6.5% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
 
CUSIP No. 04650Y100
13G/A
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
24,246,231 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
24,246,231 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
24,246,231 (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)
 
 
39.8% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
      
(1)   
 See Item 4 below.
 
(2)
 Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.
 
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.; and
(xv)
Dr. John L. Garcia
 
The Reporting Persons entered into a joint filing agreement, dated as of February 14, 2017, a copy of which was filed as Exhibit 99.1 to the Schedule 13G, filed by the Reporting Persons on February 14, 2017, 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.
 
*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 Securities Exchange Act of 1934, as amended.
 
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

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 Securities Exchange Act of 1934.

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, 2017, 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
18,515,525 (d)
30.7%
AEA Investors LP
0 (d)(e)
0%
GRD Holding GP LLC
0 (d)
0%
GRD Holding-A LP
1,779,782 (e)
2.9%
GRD Holding-A LLC
0 (e)
0%
GRD Holding AEA LLC
3,950,924 (c)
6.5%
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%
 
(a)
Excludes (i) 12,067,138 shares of common stock of the Company held of record by SPH GRD Holdings, LLC (“ Starr ”) and (ii) 8,519,176 shares of common stock of the Company held of record by Starr Investment Fund II, LLC (“ Starr II ”), each of which is a party to the Stockholders Agreement 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 the shares of common stock held by Starr and Starr II. See Item 8 below.

(b)
Based on 60,976,677 shares of common stock outstanding as of December 31, 2017.

(c)
GRD Holding AEA LLC, which is the holder of record of 3,950,924 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 18,515,525 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 1,779,782 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 and chief executive officer of AEA Investors LP, the sole member of AEA Management LLC and the sole stockholder and director of AEA Management (Cayman) Ltd.  Dr. Garcia 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 Dr. Garcia 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, Starr and Starr II (Starr and Starr II, collectively, the “ Starr Funds ”).  The Stockholders Agreement contains, among other things, certain restrictions on the ability of the AEA Funds and the Starr Funds to freely transfer shares of the Company’s stock, and further provides that, for a period of two years following the initial public offering of the Company, subject to certain exceptions, Starr II will agree to vote or cause to be voted the 8,519,176 shares of the Company’s common stock held of record by Starr II as of the date hereof on all matters presented to the stockholders in the same manner that the AEA Funds vote on such matters. As a result of such agreement, the AEA Funds may be deemed to have or share voting power over the 8,519,176 shares held of record by Starr II, however the AEA Funds disclaim beneficial ownership of such shares.

The Stockholders Agreement also provides that, for so long as each of the AEA Funds, on the one hand, and Starr, on the other hand, respectively in the aggregate own at least 10% of the Company’s outstanding common stock, each of the AEA Funds and Starr are entitled to nominate at least one individual for election to the Company’s board.  The AEA Funds and the Starr Funds have agreed pursuant to the Stockholders Agreement to vote all of their respective shares to elect such individuals to the Company’s board. As a result of such agreement, the AEA Funds may be deemed to have or share voting power over the 12,067,138 shares held of record by Starr and the 8,519,176 shares held of record by Starr II, however the AEA Funds disclaim beneficial ownership of such shares.

The aggregate number of shares of common stock beneficially owned collectively by the AEA Funds and Starr Funds, based on available information, is approximately 44,832,545 shares, which represents approximately 73.5% of the outstanding common stock of the Company. The AEA Funds disclaim beneficial ownership of any shares of common stock held by the Starr Funds.
 
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, 2018
 
 
AEA INVESTORS 2006 FUND 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 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  
       
 
 
 
INDEX TO EXHIBITS

Exhibit No.
Exhibit
99.1
Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 14, 2017 (File No. 005-89876))
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))

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