May John Form 3 Fathom Digital Manufacturing / John May ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

May John

(Last)

(First)

(Middle)

80 SW 8TH ST, SUITE 2750

(Street)

MIAMI

33130

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/23/2021

3. Issuer Name and Ticker or Trading Symbol
Fathom Digital Manufacturing Corp [ FATH ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	22,420,144	I	CORE Industrial Partners Fund I Parallel, LP⁽²⁾
Class B Common Stock	63,377,883	I	CORE Industrial Partners Fund I, LP⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Earnout Shares⁽³⁾	⁽³⁾	⁽³⁾	Class B Common Stock	4,717,507	⁽³⁾	I	CORE Industrial Partners Fund I, LP
Earnout Shares⁽³⁾	⁽³⁾	⁽³⁾	Class A LLC Units	4,717,507	⁽³⁾	I	CORE Industrial Partners Fund I, LP
Class A LLC Units⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	63,377,883	⁽⁴⁾	I	CORE Industrial Partners Fund I, LP
Earnout Shares⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,668,834	⁽⁵⁾	I	CORE Industrial Partners Fund I Parallel, LP

1. Name and Address of Reporting Person^*

May John

(Last)

(First)

(Middle)

80 SW 8TH ST, SUITE 2750

(Street)

MIAMI

33130

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CORE Industrial Partners Fund I, L.P.

(Last)

(First)

(Middle)

150 NORTH RIVERSIDE DRIVE, SUITE 2050

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CORE Industrial Partners Fund I Parallel, L.P.

(Last)

(First)

(Middle)

150 NORTH RIVERSIDE DRIVE, SUITE 2050

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CORE INDUSTRIAL FUND PARTNERS GP I, LLC

(Last)

(First)

(Middle)

150 NORTH RIVERSIDE DRIVE, SUITE 2050

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Explanation of Responses:

1. On December 23, 2021 (the "Effective Time"), the Issuer, formerly known as Altimar Acquisition Corp. II, acquired Fathom Holdco, LLC ("Fathom") pursuant to a Business Combination Agreement by and among the Issuer, Fathom and certain other parties thereto (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, at the Effective Time, the outstanding equity interests of Fathom held by the Reporting Person were converted into the right to receive shares of the Issuer's Class A Common Stock or a combination of the Issuer's Class B Common Stock and a like number of Fathom's Class A LLC Units, as applicable. Shares of Class B Common Stock have no economic rights (other than the right to receive the par value of such shares in connection with the liquidation, dissolution or winding up of the Issuer), and each share of Class B Common Stock entitles its holder to one vote per share.

2. Mr. May is a director of the Issuer and sole managing member of CORE Industrial Fund Partners GP I, LLC ("CORE Fund I GP"). CORE Fund I GP is the sole general partner of each of CORE Industrial Partners Fund I, LP ("CORE Fund I") and CORE Industrial Partners Fund I Parallel, LP ("CORE Fund I Parallel", and collectively with CORE Fund I, the "CORE Funds"). Consequently, Mr. May and CORE Fund I GP may be deemed the beneficial owners of the shares held by the CORE Funds, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. The Reporting Person holds an aggregate of 4,717,507 shares of Class B Common Stock and 4,717,507 Class A LLC Units that are subject to forfeiture. These earnout shares will vest in three equal tranches, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00. The achievement of the price threshold will be determined based on a volume-weighted average price ("VWAP") of the Class B Common Stock or Class A LLC Units, as applicable, for 20 trading days within any 30 trading day period or a change of control transaction of the issuer that implies the same per share value as the applicable price threshold. The earnout period will be five years from the date of the closing of the Business Combination or December 23, 2026. If such vesting requirements are not achieved during the five-year earnout period, such earnout shares will be forfeited.

4. The Class A LLC Units are exchangeable (upon delivery of a corresponding number of shares of the Issuer's Class B Common Stock (as reported on Table I hereof)) for shares of the Issuer's Class A Common Stock on a one-for-one basis or an equivalent amount of cash at the option of Fathom pursuant to the terms of the Second Amended and Restated LLC Operating Agreement of Fathom.

5. The Reporting Person holds an aggregate of 1,668,834 shares of Class A Common Stock that are subject to forfeiture. These earnout shares will vest in three equal tranches, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00. The achievement of the price threshold will be determined based on a VWAP of the Class A common stock for 20 trading days within any 30 trading day period or a change of control transaction of the issuer that implies the same per share value as the applicable price threshold. The earnout period will be five years from the date of the closing of the Business Combination or December 23, 2026. If such vesting requirements are not achieved during the five-year earnout period, such earnout shares will be forfeited.

Remarks:

Exhibit 24 - Powers of Attorney

	CORE INDUSTRIAL PARTNERS FUND I, LP, BY: CORE INDUSTRIAL FUND PARTNERS GP I, LLC, /s/John May, as Authorized Person, by James R. Brown as Attorney-in-Fact	01/03/2022
	CORE INDUSTRIAL PARTNERS FUND I PARALLEL, LP, BY: CORE INDUSTRIAL FUND PARTNERS GP I, LLC, /s/John May, as Authorized Person, by James R. Brown as Attorney-in-Fact	01/03/2022
	CORE INDUSTRIAL FUND PARTNERS GP I, LLC, /s/John May, as Authorized Person, by James R. Brown as Attorney-in-Fact	01/03/2022
	JOHN MAY, /s/John May, by James R. Brown as Attorney-in-Fact	01/03/2022
	** 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 5 (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.

May John Form 3Fathom Digital Manufacturing / John May ownership change