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Filing Details

Accession Number:: 0000895345-19-000107
Form Type:: 13G Filing
Publication Date:: 2019-02-14 16:23:20

Filed By:: Aea Investors 2006 Fund L.p.
Company:: At Home Group Inc.
Filing Date:: 2019-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
AEA Investors	1,716,923	1,716,923	1,716,923	2.7%
AEA Investors	8,819,581	8,819,581	8,819,581	13.9%
GRD Holding	8,046,154	8,046,154	8,046,154	12.6%
GRD Holding GP	8,046,154	8,046,154	8,046,154	12.6%
GRD Holding-A	773,427	773,427	773,427	1.2%
GRD Holding-A	773,427	773,427	773,427	1.2%
GRD Holding AEA	1,716,923	1,716,923	1,716,923	2.7%
AEA Investors	1,716,923	1,716,923	1,716,923	2.7%
AEA Investors	1,716,923	1,716,923	1,716,923	2.7%
AEA Investors	1,716,923	1,716,923	1,716,923	2.7%
AEA Investors	1,716,923	1,716,923	1,716,923	2.7%
AEA Management	1,716,923	1,716,923	1,716,923	2.7%
AEA Investors Partners	1,716,923	1,716,923	1,716,923	2.7%
AEA Management (Cayman) Ltd	1,716,923	1,716,923	1,716,923	2.7%
John L. Garcia	10,536,504	10,536,504	10,536,504	16.6%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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, 2018

(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 63,609,684 shares of common stock outstanding as of December 31, 2018.

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)
	13.9% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	See Item 4 below.
(2)	Based on 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 6,293,997 shares of common stock owned by other parties to the agreements described in Item 8 below. See Items 4 and 8 below.
(3)	Based on 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 6,293,997 shares of common stock owned by other parties to the agreements described in Item 8 below. See Items 4 and 8 below.
(3)	Based on 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 6,293,997 shares of common stock owned by other parties to the agreements described in Item 8 below. See Items 4 and 8 below.
(3)	Based on 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 63,609,684 shares of common stock outstanding as of December 31, 2018.

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 63,609,684 shares of common stock outstanding as of December 31, 2018.

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)
	16.6% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	See Item 4 below.
(2)	Based on 63,609,684 shares of common stock outstanding as of December 31, 2018.

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, 2018, 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%

(a)	Excludes (i) 924,692 shares of common stock of the Company held of record by SPH GRD Holdings, LLC (“Starr”), (ii) 4,970,641 shares of common stock of the Company held of record by Starr Investment Fund II, LLC (“Starr II”) and 398,664 shares of common stock of the Companyheld by SPH CAV I, LLC (“SPH CAV”), each of which is a 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 the shares of common stock held by Starr, Starr II and SPH CAV. See Item 8 below.

(b)	Based on 63,609,684 shares of common stock outstanding as of December 31, 2018.

(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 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 AEA Funds, the Starr Funds and SPH CAV have also agreed to coordinate certain private sales. The AEA Funds may be deemed to have or share voting power over the 924,692 shares held of record by Starr, the 4,970,641 shares held of record by Starr II and the 398,664 shares held by SPH CAV; 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, Starr Funds and SPH CAV, based on available information, is approximately 16,830,501 shares, which represents approximately 26.5% 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 or SPH CAV.

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, 2019

	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

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))