Statement of Changes in Beneficial Ownership (4)
27 November 2021 - 9:52AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Chafey Diana |
2. Issuer Name and Ticker or Trading Symbol
ATI Physical Therapy, Inc.
[
ATIP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O ATI PHYSICAL THERAPY, INC., 790 REMINGTON BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/23/2021 |
(Street)
BOLINGBROOK, IL 60440
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common stock | 11/23/2021 | | A | | 77935 | A | $0.00 | 77935 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | $3.42 | 11/23/2021 | | A | | 69904 | | (2) | 11/23/2031 | Class A common stock | 69904 | $0.00 | 69904 | D | |
Explanation of Responses: |
(1) | Represents (a) 41,385 shares of restricted Class A common stock of the Issuer, and (b) 36,550 restricted stock units, each to receive one share of the Issuer's Class A common stock. The restricted Class A common stock vests quarterly in twelve substantially equal installments commencing on the quarterly anniversaries of June 16, 2021, and the restricted stock units vest in three substantially equal installments on each of the first three anniversaries of June 16, 2021, each subject to the Reporting Person's continued service through each vesting date. |
(2) | One-third of the Stock Options vest on each of the first three anniversaries of June 16, 2021, each subject to the Reporting Person's continued service through the applicable vesting date. |
Remarks: Chief Legal Officer and Corporate Secretary
See Exhibit 24.1 - Power of Attorney, incorporated herein by reference |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Chafey Diana C/O ATI PHYSICAL THERAPY, INC. 790 REMINGTON BOULEVARD BOLINGBROOK, IL 60440 |
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| See Remarks |
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Signatures
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/s/ Erik Kantz, as Attorney-In-Fact for Reporting Person. | | 11/26/2021 |
**Signature of Reporting Person | Date |
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