ATI Physical Therapy Form 4 / Sharon Vitti ownership change

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^*

Vitti Sharon

(Last)

(First)

(Middle)

C/O ATI HOLDINGS, LLC

790 REMINGTON BLVD.

(Street)

BOLINGBROOK

60440-4909

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2024

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

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

X	Form filed by One Reporting Person
	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)

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)
Stock Option (Right to Buy)	$10	08/20/2024		A		195,344		⁽¹⁾	08/20/2034	Class A Common Stock	195,344	$0	214,470	D
Stock Option (Right to Buy)	$12.5	08/20/2024		A		195,344		⁽¹⁾	08/20/2034	Class A Common Stock	195,344	$0	409,814	D
Stock Option (Right to Buy)	$25	08/20/2024		A		195,344		⁽¹⁾	08/20/2034	Class A Common Stock	195,344	$0	605,158	D
Stock Option (Right to Buy)	$50	08/20/2024		A		390,688		⁽¹⁾	08/20/2034	Class A Common Stock	390,688	$0	995,846	D
Stock Option (Right to Buy)	$78							⁽²⁾	05/12/2032	Class A Common Stock	19,126		19,126⁽²⁾	D

Explanation of Responses:

1. One-third of the Stock Options vest on each of the following dates: April 1, 2025, April 1, 2026, and April 1, 2027, each subject to the Reporting Person's continued service through the applicable vesting date.

2. This Stock Option was adjusted to reflect the reverse stock split that occurred on June 14, 2023, wherein the issuer effected a reverse stock split of its Class A Common Stock at a ratio of 1-for-50, resulting in every 50 shares owned by the Reporting Person to be combined into one share of Class A Common Stock. Further, the Stock Option is reflecting the grant date of May 12, 2022 and expiration date of May 12, 2032. One-third of the Stock Options vest on each of the first three anniversaries of May 12, 2022, each subject to the Reporting Person's continued service through the applicable vesting date.

	/s/ Erik Kantz as Attorney-in-Fact for Reporting Person	08/22/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ATI Physical Therapy (ATIP) Form 4ATI Physical Therapy / Sharon Vitti ownership change