SEC FORM 4

SEC FORM 4 SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LARSEN JOHN L

(Last)

(First)

(Middle)

C/O ATI HOLDINGS, LLC

790 REMINGTON BOULEVARD

(Street)

BOLINGBROOK

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$10	08/20/2024		A		6,255		⁽¹⁾	08/20/2034	Class A Common Stock	6,255	$0	10,978	D
Stock Option (Right to Buy)	$12.5	08/20/2024		A		6,255		⁽¹⁾	08/20/2034	Class A Common Stock	6,255	$0	17,233	D
Stock Option (Right to Buy)	$25	08/20/2024		A		6,255		⁽¹⁾	08/20/2034	Class A Common Stock	6,255	$0	23,488	D
Stock Option (Right to Buy)	$50	08/20/2024		A		12,509		⁽¹⁾	08/20/2034	Class A Common Stock	12,509	$0	35,997	D
Stock Option (Right to Buy)	$171	11/23/2021		A		700		⁽²⁾	11/23/2031	Class A Common Stock	700	$0	700⁽²⁾	D
Stock Option (Right to Buy)	$171	11/23/2021		A		2,685		⁽³⁾	11/23/2031	Class A Common Stock	2,685	$0	2,685⁽³⁾	D
Stock Option (Right to Buy)	$87	03/07/2022		A		1,338		⁽⁴⁾	03/07/2032	Class A Common Stock	1,338	$0	1,338⁽⁴⁾	D

Explanation of Responses:

1. One-third of the Stock Options vest on each of the following dates: April 1, 2025, April 1, 2026, and April 1, 2027, each subject to the Reporting Person's continued service through the applicable vesting date or application of certain vesting acceleration rights.

2. This Stock Option was adjusted to reflect the reverse stock split that occurred on June 14, 2023. One-third of the Stock Options vest on each of the first three anniversaries of November 23, 2021, each subject to the Reporting Person's continued service through the applicable vesting date.

3. This Stock Option was adjusted to reflect the reverse stock split that occurred on June 14, 2023. One-third of the Stock Options vested on the following dates: August 9, 2022, August 9, 2023 and August 9, 2024, each subject to the Reporting Person's continued service through the applicable vesting date.

4. This Stock Option was adjusted to reflect the reverse stock split that occurred on June 14, 2023. One-third of the Stock Options vest on each of the first three anniversaries of March 7, 2022, each subject to the Reporting Person's continued service through the applicable vesting date.

	/s/ Erik Kantz as Attorney-in-Fact for Reporting Person	08/22/2024
	** 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).
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