Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 04650Y100

13G

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
23,226,613 (1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
23,226,613 (1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,226,613 (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)
38.5% (2)

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 04650Y100

13G

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
13,614,809 (1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
13,614,809 (1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
13,614,809 (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)
22.6% (2)

12

Type of Reporting Person (See Instructions)
IA

CUSIP No. 04650Y100

13G

1

Names of Reporting Persons
Starr Investment Fund II, 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
9,611,804 (1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
9,611,804 (1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,611,804 (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)
15.9% (2)

12

Type of Reporting Person (See Instructions)
IA

CUSIP No. 04650Y100

13G

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
23,226,613 (1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
23,226,613 (1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,226,613 (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)
38.5% (2)

12

Type of Reporting Person (See Instructions)
IA

Item 1 (a).

Name of Issuer:
At Home Group Inc.

Item 1 (b).

Address of Issuers Principal Executive Offices:
1600 East Plano Parkway, Plano, Texas 75074, USA

Item 2 (a).

Name of Person Filing:
This Schedule 13G is being filed on behalf of the following persons (collectively, the Reporting Persons):*

(i)             Geoffrey G. Clark;

(ii)          SPH GRD Holdings, LLC;

(iii)       Starr Investment Fund II, LLC;

(iv)      Starr Investment Holdings, LLC.

The Reporting Persons have entered into a joint filing agreement, dated as of February 14, 2017, a copy of which is filed with this Schedule 13G as Exhibit 99.1, 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:

Geoffrey G. Clark

SPH GRD Holdings, LLC

Starr Investment Fund II, LLC

Starr Investment Holdings, 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 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 the date of this report, 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

23,226,613

(b)

38.5

%

SPH GRD Holdings, LLC

13,614,809

(c)

22.6

%

Starr Investment Fund II, LLC

9,611,804

(d)

15.9

%

Starr Investment Holdings, LLC

23,226,613

(e)

38.5

%

(a)              Based on 60,366,768 shares of common stock outstanding as of December 5, 2016 as reported in the Companys Quarterly Report on Form 10-Q for the quarter ended October 29, 2016, filed with the SEC on December 6, 2016.

(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 Companys 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 Companys common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark disclaims beneficial ownership of such shares.

(d)              Starr Investment Fund II, 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 Companys 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 and Starr Investment Fund II, 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 Companys common stock that are beneficially owned by Starr Investment Holdings, LLC, but Mr. Clark 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 Starr Investment Fund II, LLC (Starr II) and SPH GRD Holdings, LLC (Starr and, together with Starr II, the Starr Funds) is a party to a Second Amended and Restated Stockholders Agreement, dated as of July 22, 2016 (the Stockholders Agreement), among the Company, 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 Stockholders Agreement contains, among other things, certain restrictions on the ability of the AEA Funds and Starr Funds to freely transfer shares of the Companys 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 9,611,804 shares of the Companys 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 9,611,804 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 Companys outstanding common stock, each of the AEA Funds and Starr are entitled to nominate at least one individual for election to the Companys 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 Companys board. As a result of such agreement, the Starr Funds may be deemed to have or share voting power over the 20,890,234 shares held of record by GRD Holding, the 2,008,050 shares held of record by GRD Holding-A, and the 4,457,648 shares held of record by GRD Holding AEA however the Starr 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 50,582,545 shares, which represents approximately 83.79% of the outstanding common stock of the Company. The Starr Funds disclaim beneficial ownership of any shares of common stock held by the AEA Funds.

Item 9.

Notice of Dissolution of Group:

Not applicable.

GEOFFREY G. CLARK

By:

/s/ Geoffrey G. Clark

Name:

Geoffrey G. Clark

Title:

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

STARR INVESTMENT FUND II, LLC

By:

/s/ Geoffrey G. Clark

Name:

Geoffrey G. Clark

Title:

President

STARR INVESTMENT HOLDINGS, LLC

By:

/s/ Geoffrey G. Clark

Name:

Geoffrey G. Clark

Title:

Senior Managing Director

Exhibit No. 

Exhibit

99.1

Joint Filing Agreement