SEC Form SC 13G filed by Fathom Holdings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. __)*

Fathom Holdings, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

31198V109

(CUSIP Number)

June 21, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[  ] Rule 13d-1(b)

[x] Rule 13d-1(c)

[  ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

Item 1(a). Name of Issuer:

Fathom Holdings, Inc. (the "Issuer")

Item 1(b). Address of Issuer's Principal Executive Offices:

2000 Regency Parkway Drive, Suite 300

Cary, North Carolina 27518

Items 2(a),

(b) and (c). Name of Persons Filing, Address of Principal Business Office and Citizenship:

This Schedule 13G is being filed on behalf of Pinnacle Family Office Investments, L.P. and Barry M. Kitt, as joint filers (collectively, the "Reporting Persons").

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of the Reporting Persons is 5910 North Central Expressway, Suite 1475, Dallas, TX 75206.  For citizenship, see Item 4 of each cover page.   

Item 2(d). Title of Class of Securities:

Common Stock, no par value (the "Common Stock")

Item 2(e). CUSIP Number:

31189V109

Item 3. Not applicable

Item 4. Ownership.

(a) Amount beneficially owned:

 1,128,447 shares of Common Stock*

(b) Percent of class:

 Based on 20,850,770 shares of Common Stock of the Issuer outstanding as of May 13, 2024, the Reporting Persons hold approximately 5.41%* of the issued and outstanding Common Stock of the Issuer.

 (c) Number of shares to which such person has:

(i) Sole power to vote or direct the vote:  1,128,447 shares of Common Stock*

(ii) Shared power to vote or direct the vote:  0

(iii) Sole power to dispose or to direct the disposition of:  1,128,447 shares of Common Stock*

(iv) Shared power to dispose of or direct the disposition of: 0

*This statement is filed on behalf of Pinnacle Family Office Investments, L.P. ("Pinnacle") and Barry M. Kitt.  Pinnacle Family Office, LLC ("Pinnacle Family") is the general partner of Pinnacle.  Mr. Kitt is the manager of Pinnacle Family.  Mr. Kitt may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Pinnacle.  Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Pinnacle.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.

Not applicable

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of a Group.

Not applicable

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:    July 1, 2024

SCHEDULE 13G 

CUSIP NO. 31198V109

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 1,128,447 shares of Common Stock of Fathom Holdings, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on July 1, 2024.