Form 4 ATI Physical Therapy, For: Nov 23 Filed by: Chafey Diana

November 26, 2021 5:52 PM EST

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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 *
Chafey Diana

(Last) (First) (Middle)
C/O ATI PHYSICAL THERAPY, INC.
790 REMINGTON BOULEVARD

(Street)
BOLINGBROOK IL 60440

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2021
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)
Code V Amount (A) or (D) Price
Class A common stock 11/23/2021   A   77,935 A $ 0 77,935 (1) D  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 3.42 11/23/2021   A   69,904     (2) 11/23/2031 Class A common stock 69,904 $ 0 69,904 D  
Explanation of Responses:
1. Represents (a) 41,385 shares of restricted Class A common stock of the Issuer, and (b) 36,550 restricted stock units, each to receive one share of the Issuer's Class A common stock. The restricted Class A common stock vests quarterly in twelve substantially equal installments commencing on the quarterly anniversaries of June 16, 2021, and the restricted stock units vest in three substantially equal installments on each of the first three anniversaries of June 16, 2021, each subject to the Reporting Person's continued service through each vesting date.
2. One-third of the Stock Options vest on each of the first three anniversaries of June 16, 2021, each subject to the Reporting Person's continued service through the applicable vesting date.
Remarks:
Chief Legal Officer and Corporate Secretary

See Exhibit 24.1 - Power of Attorney, incorporated herein by reference
/s/ Erik Kantz, as Attorney-In-Fact for Reporting Person. 11/26/2021
** 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.
                               POWER OF ATTORNEY

        Know all by these present, that the undersigned hereby constitutes and
appoints Erik Kantz, with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:

        1.  prepare and execute in the undersigned's name and on the
            undersigned's behalf, and submit  to the U.S. Securities and
            Exchange Commission (the "SEC") a Form ID, including amendments
            thereto, and any other documents necessary or appropriate to obtain
            or update codes and passwords enabling the undersigned to make
            electronic filings with the SEC of reports required by Section 16(a)
            of the Securities Exchange Act of 1934 or any rule or regulation of
            the SEC;

        2.  prepare, execute, acknowledge, deliver and file for and on behalf of
            the undersigned with respect to ATI Physical Therapy, Inc. (f/k/a
            Fortress Value Acquisition Corp. II), a Delaware corporation (the
            "Company"), Schedules 13D and 13G and Forms 3, 4, and 5 with the
            SEC, any national securities exchanges and the Company, in
            accordance with Sections 13 and 16(a) of the Securities Exchange Act
            of 1934 and the rules thereunder;

        3.  do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Schedules 13D or 13G or Forms 3, 4, or 5, prepare, execute, and
            acknowledge any amendment or amendments thereto, and timely deliver
            and file such form with the SEC and any stock exchange or similar
            authority; and

        4.  take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally  required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming any of the undersigned's responsibilities to comply
with Sections 13 and 16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

                            [Signature Page Follows]

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 13th day of June, 2021.

                                        Very truly yours,

                                        /s/ Diana Chafey
                                        -----------------------
                                        Name:  Diana Chafey


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