Amendment: SEC Form SC 13D/A filed by ATI Physical Therapy Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

ATI Physical Therapy, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00216W208

(CUSIP Number)

David N. Brooks

Fortress Investment Group LLC

1345 Avenue of the Americas, 46th Floor

New York, NY 10105

(212) 798-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 14, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.:  00216W208

CUSIP No.:  00216W208

CUSIP No.:  00216W208

CUSIP No.:  00216W208

CUSIP No.:  00216W208

CUSIP No.:  00216W208

CUSIP No.:  00216W208

CUSIP No.:  00216W208

CUSIP No.:  00216W208

CUSIP No.:  00216W208

CUSIP No.:  00216W208

CUSIP No.:  00216W208

EXPLANATORY NOTE

This Schedule 13D constitutes (i) Amendment No. 2 to the Schedule 13D filed on May 21, 2024, as amended by Amendment No. 1 filed on November 8, 2024, on behalf of FINCO I Intermediate Holdco LLC, FINCO I LLC, FIG Parent, LLC, Foundation Holdco LP and FIG Buyer GP, LLC and (ii) Amendment No. 3 to the Schedule 13D originally filed on June 23, 2021, as amended by Amendment No. 1 filed on August 6, 2021 and Amendment No. 2 filed on November 8, 2024, on behalf of Fortress Acquisition Sponsor II LLC, Hybrid GP Holdings (Cayman) LLC, Hybrid GP Holdings LLC, FIG LLC, Fortress Operating Entity I LP, FIG Blue LLC (f/k/a/ FIG Corp.) and Fortress Investment Group LLC (the filings referenced in (i) and (ii) collectively, the “Fortress Schedule 13D”). Capitalized terms not otherwise defined in this Schedule 13D shall have the same meanings ascribed thereto in the Fortress Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety with the following:

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) and (b)

All percentages of Common Stock outstanding contained herein are based on 4,411,441 shares of Common Stock outstanding as of October 30, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2024, as adjusted pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act to include the 59,333 shares of Common Stock issuable upon the exercise of the Warrants held directly by Sponsor.

The beneficial ownership of an aggregate of 281,175 shares of Common Stock reported herein includes (a) 51,342 shares of Common Stock held directly by Sponsor, (b) 170,500 shares of Common Stock that are unvested and subject to certain vesting and forfeiture provisions set forth in the Sponsor Letter Agreement (as defined in the Fortress Schedule 13D), and (c) 59,333 shares of Common Stock issuable upon the exercise of 59,333 Warrants held directly by Sponsor.

(c)          Other than as set forth below, the Reporting Persons have not engaged in any transaction since the most recent filing of Schedule 13D involving shares of Common Stock. The below sales of Common Stock occurred in the open market.

(1) Excludes commissions and other execution-related costs.

(2) Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price will be provided.

(3) Reflects a weighted average sale price of $2.52 per share, at prices ranging from $2.45 to $2.67 per share, inclusive.

(4) Reflects a weighted average sale price of $2.37 per share, at prices ranging from $2.30 to $2.455 per share, inclusive.

(5) Reflects a weighted average sale price of $2.23 per share, at prices ranging from $2.18 to $2.45 per share, inclusive.

(6) Reflects a weighted average sale price of $2.14 per share, at prices ranging from $2.10 to $2.26 per share, inclusive.

(7) Reflects a weighted average sale price of $2.00 per share, at prices ranging from $1.91 to $2.125 per share, inclusive.

(8) Reflects a weighted average sale price of $1.95 per share, at prices ranging from $1.83 to $2.02 per share, inclusive.

(d)          No person other than the Reporting Persons and the investors in the Sponsor and the Funds is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons and described in this Item 5.

(e)          Not applicable.

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.