SEC FORM 3

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^*

Kantz Erik

(Last)

(First)

(Middle)

C/O ATI HOLDINGS, LLC

790 REMINGTON BOULEVARD

(Street)

BOLINGBROOK

60440

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2022

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

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

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

5. 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 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	20,985⁽¹⁾	D
Class A Common Stock	23,649⁽²⁾	D
Class A Common Stock	12,644⁽³⁾	D
Class A Common Stock	35,920⁽⁴⁾	D

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)
Stock Option (right to buy)	03/07/2023	03/07/2032	Class A Common Stock	65,666⁽⁵⁾	$1.74	D

Explanation of Responses:

1. 20,985 shares of Restricted Stock were distributed from Wilco Acquisition, LP, of which 6,115 remain subject to vesting restrictions. The unvested shares vest equally on a quarterly basis each December 16, March 16, June 16 and September 16 until fully-vested on May 10, 2024, subject to continued service through the applicable vesting dates.

2. 23,649 shares of Restricted Stock were granted and distributed from Wilco Acquisition, LP on November 23, 2021, of which 13,979 shares remain subject to vesting. The unvested shares vest equally on a quarterly basis each December 16, March 16, June 16 and September 16 until fully-vested on June 16, 2024, subject to continued service through the vesting dates.

3. 12,644 shares of Restricted Stock Units ("RSUs") were granted on March 7, 2022. One-hundred percent (100%) of the RSUs will vest on the first anniversary of the grant date, subject to continued service through the vesting date.

4. 35,920 shares of Restricted Stock Units ("RSUs") were granted on March 7, 2022. One-third (1/3rd) of the RSUs will vest on each of the first three (3) anniversaries of the grant date, subject to continued service through the applicable vesting dates.

5. 65,666 Stock Options were granted on March 7, 2022. One-fourth (1/4th) of the Stock Options vest and become exercisable on each of the first four (4) anniversaries of the grant date, subject to continued service through the applicable vesting dates.

	/s/ John Lines, Attorney-In-Fact	11/14/2022
	** 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.
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