Knighthead Capital Management Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Knighthead Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATI Physical Therapy, Inc. [ ATIP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	01/30/2024		A⁽¹⁾		12,000⁽¹⁾	A	$0⁽¹⁾	64,383	I	See Footnote⁽⁶⁾
Series A Preferred Stock								75,580	I	See Footnote⁽⁶⁾
Class A Common Stock								258,600	I	See Footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible PIK Notes (Delayed Draw)	⁽³⁾⁽⁴⁾	01/30/2024		A⁽²⁾		960,000⁽²⁾⁽⁵⁾		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	960,000⁽²⁾⁽⁵⁾	⁽²⁾	960,000⁽⁵⁾	I	See Footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

Knighthead Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KNIGHTHEAD MASTER FUND LP

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Knighthead (NY) Fund, LP

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Knighthead Annuity & Life Assurance Co

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Knighthead Distressed Opportunities Fund, LP

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KHSU SPV LP LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KH Ankle LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects the issuance of shares of Series B Preferred Stock by the Issuer to the Knighthead Funds (as defined below) on January 30, 2024 in connection with the issuance of the Delayed Draw Notes (as described below) in accordance with the terms of that certain Note Purchase Agreement, dated as of April 17, 2023 (as subsequently amended (the "NPA").

2. Reflects the issuance of senior second lien convertible PIK delayed draw notes (the "Delayed Draw Notes") by the Issuer to the Knighthead Funds on January 30, 2024. The aggregate principal amount of the Delayed Draw Notes is $12,000,000, and the Delayed Draw Notes accrue interest at a rate of 8.00% per annum.

3. Subject to earlier conversion in accordance with their terms, the Delayed Draw Notes will become due and payable on August 24, 2028 (the "Maturity Date") in an amount equal to the principal amount of the Delayed Draw Notes outstanding on such date (plus any accrued but unpaid interest thereon).

4. All or any portion of the Delayed Draw Notes may be converted at the election of the Reporting Persons at any time prior to the close of business on the business day immediately preceding the Maturity Date into a number of shares of Common Stock of the Issuer, determined by dividing (a) the outstanding balance of the principal amount of the Notes being converted (together with the accrued but unpaid interest thereon) as of the applicable conversion date, by (b) a conversion price of $12.50, which such conversion price is subject to certain anti-dilution adjustments in accordance with the terms of the NPA.

5. This number represents the number of shares of Common Stock issuable upon conversion of the Delayed Draw Notes if the Reporting Persons elect to convert the Delayed Draw Notes based on the principal amount of the Delayed Draw Notes (as described in footnote 2 above) and the conversion price (as described in footnote 4 above).

6. Knighthead Capital Management, LLC ("Knighthead"), pursuant to certain investment management agreements, serves as the investment manager of Knighthead Master Fund, L.P. ("KHMF"), Knighthead Distressed Opportunities Fund, L.P. ("KHDOF") , KHSU SPV LP LLC, a wholly-owned subsidiary of KHAL ("KHSU"), and pursuant to certain investment advisory agreements, serves as the investment advisor to Knighthead (NY) Fund L.P. ("KHNY") and Knighthead Annuity & Life Assurance Company ("KHAL"), and KHMF, KHAL and KHDOF are members of KH Ankle LLC ("KHA", and together with KHMF, KHDOF, KHSU, KHNY and KHAL, collectively, the "Knighthead Funds"). Accordingly, investment decisions with respect to the reported securities held by the Knighthead Funds are made by Knighthead in its sole discretion. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be "directors by deputization" of the Issuer by virtue of their representative(s) on the Issuer's board of directors. Exhibit 99 - Joint Filer Statement

	Knighthead Capital Management, LLC, by: /s/ Laura L. Torrado, General Counsel	02/08/2024
	Knighthead Master Fund, L.P., by: /s/ Knighthead Capital Management, LLC as investment manager, by: /s/ Laura L. Torrado, General Counsel	02/08/2024
	Knighthead (NY) Fund, L.P., by: /s/ Knighthead Capital Management, LLC as investment advisor, by: /s/ Laura L. Torrado, General Counsel	02/08/2024
	Knighthead Annuity & Life Assurance Company by: /s/ Knighthead Capital Management, LLC as investment advisor, by: /s/ Laura L. Torrado, General Counsel	02/08/2024
	Knighthead Distressed Opportunities Fund, L.P., by: /s/ Knighthead Capital Management, LLC as investment manager, by: /s/ Laura L. Torrado, General Counsel	02/08/2024
	KHSU SPV LP LLC, by: /s/ Laura L. Torrado, Authorized Signatory	02/08/2024
	KH Ankle LLC, by: /s/ Laura L. Torrado, Authorized Signatory	02/08/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Knighthead Capital Management Form 4Change in insider ownership