This Amendment No. 2 (Amendment No. 2) amends and supplements the statement on
Schedule 13D originally filed by the Reporting Persons on June 29, 2021 (as amended from time to time, the Schedule 13D). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 2 shall have
the meaning assigned to such term in the Schedule 13D.
Item 1.
|
Security and Issuer
|
This Statement on Schedule 13D relates to the Class A Common Stock, $0.0001 par value per share (the Common Stock), of ATI Physical Therapy,
Inc. (the Issuer or the Company). The address of the principal executive offices of the Issuer is 790 Remington Boulevard, Bolingbrook, Illinois 60440.
Item 4.
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is supplemented as follows:
On
December 13, 2021, Wilco Acquisition distributed 560,979 shares of Common Stock, pro rata and in-kind to certain of its partners, for no consideration (the Distribution).
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 of the Schedule 13D is supplemented as follows:
The
information set forth or incorporated by reference in Items 2 and 6 of this Statement is incorporated by reference in this Item 5.
(a) and (b) The
responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D, as of December 13, 2021, are incorporated herein by reference. As of December 13, 2021, the Reporting Persons beneficially owned in
the aggregate 116,391,635 shares of Common Stock, which represents approximately 56.2% of the outstanding shares.
The following table sets forth the
aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person as of December 13, 2021, after giving effect to the Distribution described in Item 4 of this Amendment No. 2, calculated in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act). The percentage of Common Stock owned was calculated based on 207,282,536 shares of Common Stock outstanding as of
November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2021.
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Number of Shares
Beneficially Owned
|
|
|
Percentage of
Common Stock
|
|
Advent International Corporation (1)(2)
|
|
|
116,391,635
|
|
|
|
56.2
|
%
|
Advent International GPE VII, LLC (1)
|
|
|
115,830,656
|
|
|
|
55.9
|
%
|
Wilco Acquisition, LP
|
|
|
560,979
|
|
|
|
0.3
|
%
|
Wilco GP, Inc. (2)
|
|
|
560,979
|
|
|
|
0.3
|
%
|
GPE VII GP S.a.r.l (3)
|
|
|
64,664,696
|
|
|
|
31.2
|
%
|
GPE VII GP Limited Partnership (4)
|
|
|
34,541,845
|
|
|
|
16.7
|
%
|
Advent International GPE VII Limited Partnership
|
|
|
11,324,692
|
|
|
|
5.5
|
%
|
Advent International GPE VII-B Limited
Partnership
|
|
|
30,970,374
|
|
|
|
14.9
|
%
|
Advent International GPE VII-C Limited
Partnership
|
|
|
9,845,475
|
|
|
|
4.7
|
%
|
Advent International GPE VII-D Limited
Partnership
|
|
|
6,777,137
|
|
|
|
3.3
|
%
|
Advent International GPE VII-F Limited
Partnership
|
|
|
2,873,509
|
|
|
|
1.4
|
%
|