TABLE OF CONTENTS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 2023,2024, certain information with respect to the beneficial ownership of our Common Stock for each of our named executive officers (“Named Executive Officers” or “NEOs”), each of our directors, all of our directors and executive officers as a group and each person we know to be the beneficial owner of more than 5% of our Common Stock.
In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares of common stockCommon Stock issuable pursuant to options and warrants that are exercisable or settled within 60 days of the date of this table. Shares of common stockCommon Stock issuable pursuant to options and warrants are deemed outstanding for computing the percentage of the class beneficially owned by the person holding such securities but are not deemed outstanding for computing the percentage of the class beneficially owned by any other person. Except as otherwise indicated, all share ownership is as of March 31, 20232024 and the percentage of beneficial ownership is based on 207,384,2604,395,593 shares of Common Stock legally outstanding.
The business address of each beneficial owner is c/o ATI Physical Therapy, Inc., 790 Remington Blvd., Bolingbrook, IL 60440, unless otherwise indicated below.
5% or Greater Stockholders
| | | — | | | — |
Advent International Corporation(1) | | | 115,830,656 | | | 55.9% |
Fortress Acquisition Sponsor II LLC(2) | | | 18,991,666 | | | 9.2% |
Knighthead Capital Management, LLC(3) | | | 17,753,345 | | | 8.6% |
Named Executive Officers and Directors(4)
| | | — | | | — |
John Larsen | | | 182,405 | | | * |
Joseph Jordan | | | 358,037 | | | * |
Sharon Vitti | | | 500,374 | | | * |
Augustus Oakes | | | 171,923 | | | * |
Erik Kantz | | | 63,181 | | | * |
Eimile Tansey | | | 45,000 | | | * |
Ray Wahl | | | 238,008 | | | * |
Joseph Zavalishin | | | 86,868 | | | * |
Joanne Burns | | | 70,506 | | | * |
Daniel Dourney | | | 46,566 | | | * |
John Maldonado | | | 0 | | | * |
Andrew McKnight | | | 0 | | | * |
James Parisi | | | 96,506 | | | * |
Carmine Petrone | | | — | | | * |
Teresa Sparks | | | 73,447 | | | * |
All Directors and Executive Officers of ATI as a group (15 persons) | | | 1,932,821 | | | * |
| | | | | | | | | | | | | | |
Name of Beneficial Owner | | Shares Beneficially Owned (#) | | Percentage of Beneficial Ownership |
5% or Greater Stockholders | | | | |
Knighthead Capital Management, LLC(1) | | 5,700,453 | | 57.9 | % |
Marathon Asset Management GP, L.L.C.(2) | | 4,195,671 | | 48.8 | % |
Advent International, L.P.(3) | | 2,316,614 | | 52.7 | % |
Onex Corporation(4) | | 758,040 | | 14.7 | % |
Caspian Capital LP(5) | | 430,067 | | 8.9 | % |
Named Executive Officers and Directors | | | | |
Andrew Shannahan | | 0 | | * |
Randy Raisman | | 0 | | * |
Jeff Goldberg | | 0 | | * |
John Larsen(6) | | 13,245 | | * |
Sharon Vitti(7) | | 38,044 | | * |
Joanne Burns(8) | | 7,839 | | * |
Daniel Dourney(9) | | 7,192 | | * |
James Parisi(10) | | 8,879 | | * |
Carmine Petrone | | 0 | | * |
Teresa Sparks(11) | | 7,928 | | * |
Chris Cox | | 13,853 | | * |
Joseph Jordan(12) | | 18,430 | | * |
All Directors and Executive Officers of ATI as a group (16 persons) | | 145,281 | | 3.3 | % |
*Represents beneficial ownership of less than 1% of total shares of Common Stock legally outstanding.
| *
| Represents beneficial ownership of less than 1% of total shares of Common Stock legally outstanding. |
| (1)
Based solely on Amendment Number 3 to the Schedule 13D filed on March 15, 2023, represents 115,830,656 shares of Common Stock held by funds managed by Advent International Corporation (“Advent”), comprised of: (i) 64,664,697 shares indirectly owned through GPE VII GP S.À.R.L. (“Advent GP Luxembourg”), including 11,324,692 shares held by Advent International GPE VII Limited Partnership, 30,970,377 shares held by Advent International GPE VII-B Limited Partnership, 9,845,475 shares held by Advent International GPE VII-C Limited Partnership, 6,777,137 shares held by Advent International GPE VII-D Limited Partnership, 2,873,508 shares held by Advent International GPE VII-F Limited Partnership and 2,873,508 shares held by Advent International GPE VII-G Limited Partnership (collectively, the “Advent Luxembourg Funds”); (ii) 34,541,846 shares indirectly owned through GPE VII GP Limited Partnership (“Advent GP Cayman”), including 10,481,756 shares held by Advent International GPE VII-A Limited Partnership, 22,316,207 shares held by Advent International GPE VII-E Limited Partnership and 1,743,883 shares held by Advent International GPE VII-H Limited Partnership (collectively, the “Advent Cayman Funds”); (iii) 806,132 shares held by Advent Partners GPE VII – Cayman Limited Partnership; (iv) 1,063,662 shares held by Advent Partners GPE VII – B Cayman Limited Partnership; (v) 45,266 shares held by Advent Partners GPE VII – Limited Partnership; (vi) 212,875 shares held by Advent Partners GPE VII – A Cayman Limited Partnership; (vii) 107,151 shares held by Advent Partners GPE VII – A Limited Partnership; (viii) 65,045 shares held by Advent Partners GPE VII – 2014 Limited Partnership; (ix) 155,782 shares held by Advent Partners GPE VII – 2014 Cayman Limited Partnership; (x) 179,333 shares held by Advent Partners GPE VII-A 2014 Limited Partnership; (xi) 109,903 shares held by Advent Partners GPE VII-A 2014 Cayman Limited Partnership (the entities listed in (iii) through (xi) collectively, the “Advent AP Funds”); and (xii) 13,878,964 shares held by GPE VII ATI Co-Investment (Delaware) |
(1)Based solely on Amendment No. 5 to the Schedule 13D filed on February 8, 2024 by (together, the “Knighthead Reporting Persons”) Knighthead, Knighthead Master Fund, L.P. (“KHMF”), Knighthead (NY) Fund, L.P. (“KHNY”), Knighthead Annuity & Life Assurance Company (“KHAL”), Knighthead Distressed Opportunities Fund, L.P. (“KHDOF”), and KHSU SPV LP LLC (“KHSU”). Knighthead beneficially owns 5,700,453 shares of Common Stock, including (i) 258,600 shares of Common Stock, (ii) 42,198 shares of Common Stock issuable upon exercise of warrants to acquire shares of Common Stock upon payment of $150.00 per share (“Series I Warrants”), (iii) 63,145 shares of Common Stock issuable upon exercise of warrants to acquire shares of Common Stock upon payment of $0.50 per share (“Series II Warrants”) and (iv) 5,336,510 shares of Common Stock issuable upon conversion of second lien PIK convertible notes (“2L Notes”), including the accrued interest as of December 31, 2023. KHMF beneficially owns 2,065,791 shares of Common Stock, including (i) 105,587 shares of Common Stock, (ii) 17,905 shares of Common Stock issuable upon exercise of Series I Warrants, (iii) 26,857 shares of Common Stock issuable upon exercise of Series II Warrants and (iv) 1,915,442 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. KHNY beneficially owns 611,465 shares of Common Stock, including (i) 33,005 shares of Common Stock, (ii) 5,284 shares of Common Stock issuable upon exercise of Series I Warrants, (iii) 7,926 shares of Common Stock issuable upon exercise of Series II Warrants and (iv) 565,250 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. KHAL beneficially owns 2,068,259 shares of Common Stock, including (i) 82,398 shares of Common Stock, (ii) 8,226 shares of Common Stock issuable upon exercise of Series I Warrants, (iii) 12,339 shares of Common Stock issuable upon exercise of Series II Warrants and (iv) 1,965,296 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. KHDOF beneficially owns 954,938 shares of Common Stock, including (i) 37,610 shares of Common Stock, (ii) 10,783 shares of Common Stock issuable upon exercise of Series I Warrants, (iii) 16,023 shares of Common Stock issuable upon exercise of Series II Warrants and (iv) 890,522 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. KHSU beneficially owns 1,965,296 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. Knighthead, pursuant to certain investment management agreements serves as the investment manager of KHMF, KHDOF and KHSU and pursuant to certain investment advisory agreements serves as the investment advisor to KHNY and KHAL. Investment decision with respect to the Common Stock held by KHDOF, KHNY and KHAL are made by Knighthead in its sole discretion. The address of the principal business and principal office of the Knighthead Reporting Persons is c/o Knighthead Capital Management, LLC, 280 Park Avenue, 22nd Floor, New York, NY 10017.(2)Based solely on Amendment No. 1 to the Schedule 13D filed on February 8, 2024 by (together, the “Marathon Reporting Persons”) Marathon Asset Management GP, L.L.C. (“Marathon”), MAM, Marathon Distressed Credit Master Fund (“MDCM”), Marathon Distressed Credit Fund, L.P. (“MDC”), MCSP Sub LLC (“MCSP”), Marathon StepStone Master Fund LP (“MSMF”), Bruce Richards, and Louis Hanover. Marathon beneficially owns 4,195,671 shares of Common Stock, including (i) 36,236 shares of Common Stock issuable upon exercise of Series I Warrants, (ii) 33,448 shares of Common Stock issuable upon exercise of Series II Warrants and (iii) 4,125,987 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. MAM beneficially owns 4,195,671 shares of Common Stock, including (i) 36,236 shares of Common Stock issuable upon exercise of Series I Warrants, (ii) 33,448 shares of Common Stock issuable upon exercise of Series II Warrants and (iii) 4,125,987 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. MDCM beneficially owns 3,000,989 shares of Common Stock, including (i) 30,584 shares of Common Stock issuable upon exercise of Series I Warrants, (ii) 28,231 shares of Common Stock issuable upon exercise of Series II Warrants and (iii) 2,942,174 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. MDC beneficially owns 540,160 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. MCSP beneficially owns 370,232 shares of Common Stock, including (i) 3,196 shares of Common Stock issuable upon exercise of Series I Warrants, (ii) 2,950 shares of Common Stock issuable upon exercise of Series II Warrants and (iii) 364,087 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. MSMF beneficially owns 284,290 shares of Common Stock, including (i) 2,456 shares of Common Stock issuable upon exercise of Series I Warrants, (ii) 2,267 shares of Common Stock issuable upon exercise of Series II Warrants and (iii) 279,567 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. Bruce Richards beneficially owns 4,195,671 shares of Common Stock, including (i) 36,236 shares of Common Stock issuable upon exercise of Series I Warrants, (ii) 33,448 shares of Common Stock issuable upon exercise of Series II Warrants and (iii) 4,125,987 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. Louis Hanover beneficially owns 4,195,671 shares of Common Stock, including (i) 36,236 shares of Common Stock issuable upon exercise of Series I Warrants, (ii) 33,448 shares of Common Stock issuable upon exercise of Series II Warrants and (iii) 4,125,987 shares of Common Stock issuable upon conversion of 2L Notes, including the accrued interest as of December 31, 2023. Marathon is the general partner of MAM, and Bruce Richards and Louis Hanover are Managing Members of Marathon. The principal business and principal office address of the Marathon Reporting Persons is c/o Marathon Asset Management, L.P., 1 Bryant Park, 38th Floor, New York, NY 10036.
(3)Based solely on the Form 3 filed on July 10, 2023 by Advent International GP, LLC (“Advent GP LLC”), as the General Partner of Advent International, L.P. (f/k/a Advent International Corporation, “Advent”). Advent manages funds (such funds, together with Advent and Advent GP LLC, the “Advent Reporting Persons”) that collectively beneficially own 2,316,613 shares of Common Stock, which are represented as follows: (i) 226,494 shares held by Advent International GPE VII Limited Partnership, (ii) 619,408 shares held by Advent International GPE VII-B Limited Partnership, (iii) 196,909 shares held by Advent International GPE VII-C Limited Partnership, (iv) 135,543 shares held by Advent International GPE VII-D Limited Partnership, (v) 57,470 shares held by Advent International GPE VII-F Limited Partnership, (vi) 57,470 shares held by Advent International GPE VII-G Limited Partnership (the funds set forth in the foregoing clauses (i)-(vi), the “Advent Luxembourg Funds”), (vii) 209,635 shares held by Advent International GPE VII-A Limited Partnership, (viii) 446,324 shares held by Advent International GPE VII-E Limited Partnership, (ix) 34,878 shares held by Advent GPE VII-H Limited Partnership (the funds set forth in the foregoing clauses (vii)-(ix), the “Advent Cayman Funds”), (x) 1,301 shares held by Advent Partners GPE VII - 2014 Limited Partnership, (xi) 3,116 shares held by Advent Partners GPE VII - 2014 Cayman Limited Partnership, (xii) 3,587 shares held by Advent Partners GPE VII - A 2014 Limited Partnership, (xiii) 2,198 shares held by Advent Partners GPE VII - A 2014 Cayman Limited Partnership, (xiv) 16,123 shares held by Advent Partners GPE VII - Cayman Limited Partnership, (xv) 21,273 shares held by Advent Partners GPE VII – B Cayman Limited Partnership, (xvi) 905 shares held by Advent Partners GPE VII - Limited Partnership, (xvii) 4,258 shares held by Advent Partners GPE VII - A Cayman Limited Partnership, (xviii) 2,143 shares held by Advent Partners GPE VII - A Limited Partnership (the funds set forth in the foregoing clauses (x)-(xviii), the “Advent Partners Funds”) and (xix) 277,578 shares held by GPE VII ATI Co-Investment (Delaware) Limited Partnership (the “Advent Co-Invest Fund”); Excludes 15,000,000 Earnout Shares subject to vesting. Wilco GP, Inc. (“Wilco GP”), an affiliate of Advent, is the general partner of Wilco Acquisition.. Advent is the manager of Advent International GPE VII, LLC (“Advent Top GC”GP”), which in turn is the General Partner of each of GPE VII GP Limited Partnership (“Advent GP Cayman”), the Advent APPartners Funds, and the Advent Co-Invest Fund. Advent Top GCGP is also the manager of AdventGPE VII GP Luxembourg,S.A.R.L., which is the General Partner of each of the Advent Luxembourg Funds. Advent GP Cayman is the General Partner of each of the Advent Cayman Funds. The address of Advent, Advent GP Luxembourg, the Advent Luxembourg Funds, Advent GP Cayman, the Advent Cayman Funds, Advent Top GC, the Advent AP Funds and Advent Co-Invest FundReporting Persons is Prudential Tower, 800 Boylston Street, Suite 3300, Boston, MA 02199.
25
| (2)
| Based solely on Amendment Number 1 to the Schedule 13D filed on August 6, 2021 by Fortress Acquisition Sponsor II LLC (“Sponsor”), Hybrid GP Holdings (Cayman) LLC (“Cayman GP”), Hybrid GP Holdings LLC (“Hybrid GP”), FIG LLC (“FIG LLC”), Fortress Operating Entity I LP (“FOE I”), FIG Corp. (“FIG Corp.”), and Fortress Investment Group LLC (“Fortress”). Sponsor directly beneficially owns an aggregate of 16,025,000 shares of Common Stock and 2,966,666 shares of Common Stock issuable upon the exercise of the same number of private placement warrants. Cayman GP controls the general partners of certain investment funds that together, pursuant to a transfer agreement, acquired a majority equity interest in Sponsor. Hybrid GP is the sole owner of Cayman GP. FIG LLC indirectly controls certain investment funds (the “Funds”) managed or advised by controlled affiliates of FIG LLC, which Funds hold all of the outstanding equity interest in Sponsor. FOE I is the sole owner of FIG LLC and the managing member of, and holds the majority of equity interest in, Hybrid GP. FIG Corp. is the general partner of FOE I. Fortress is the sole owner of FIG Corp. Each of Cayman GP, Hybrid GP, FIG LLC, FOE I, FIG Corp. and Fortress may be deemed to indirectly beneficially own the securities held by Sponsor. As the Co-Chief Investment Officers of the fund that owns Sponsor (through advisory and general partner entities) each of Peter L. Briger, Jr., Dean Dakolias, Andrew McKnight and Joshua Pack participates in the voting and investment decisions with respect to the shares of Common Stock held by Sponsor, but each of them disclaims beneficial ownership thereof. The address of each of the entities and individuals named in this footnote is 1345 Avenue of the Americas, 46th Floor, New York, New York 10105. |
|
(3)
| Based solely on Amendment No. 2 to Schedule 13D filed on October 20, 2022 by Knighthead Capital Management, LLC (“Knighthead”), Knighthead Master Fund, L.P. (“KHMF”), Knighthead Fund, L.P. (“KHNY”), Knighthead Annuity & Life Assurance Company (“KHAL”), and Knighthead Distressed Opportunities Fund, L.P. (“KHDOF”) hold 17,753,345 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), including (i) 12,486,380 shares of Class A Common Stock, (ii) 3,157,147 shares of Class A Common Stock issuable upon exercise of an equal number of warrants to acquire shares of Class A Common Stock upon payment of $0.01 per share (“Penny Warrants”) and (iii) 2,109,818 shares of Class A Common Stock issuable upon exercise of an equal number of warrants to acquire shares of Class A Common Stock upon payment of $3.00 per share (“$3 Warrants”) of which KHMF holds 7,341,971 shares of Class A Common Stock, including (i) 5,103,894 shares of Class A Common Stock, (ii) 1,342,846 Penny Warrants and (iii) 895,231 $3 Warrants. KHNY holds 2,252,938 shares of Class A Common Stock, including (i) 1,592,511 shares of Class A Common Stock, (ii) 396,256 Penny Warrants and (iii) 264,171 $3 Warrants. KHAL holds 5,004,089 shares of Class A Common Stock, including (i) 3,975,853 shares of Class A Common Stock, (ii) 616,942 Penny Warrants and (iii) 411,294 $3 Warrants. KHDOF holds 3,154,347 shares of Class A Common Stock, including (i) 1,814,122 shares of Class A Common Stock, (ii) 801,103 Penny Warrants and (iii) 539,122 $3 Warrants. |
(4)Based solely on the Schedule 13D filed on June 26, 2023 by Onex Corporation (“Onex”), OMI Partnership Holdings Ltd. (“OMI Partnership Holdings”), Onex Capital Solutions GP, LLC (“OCS GP, LLC”), Onex Capital Solutions GP, LP (“OCS GP, LP”), Onex Capital Solutions Holdings, LP (“OCS”) and Gerald W. Schwartz (together, the “Onex Reporting Persons”). Each of the Onex Reporting Persons beneficially owns or may be deemed to certain investment management agreements servesbeneficially own 758,040 shares of Common Stock, including (i) 13,240 shares of Common Stock issuable upon exercise of Series I Warrants, (ii) 14,634 shares of Common Stock issuable upon exercise of Series II Warrants and (iii) 730,166 shares of Common Stock issuable upon conversion of 2L Notes. Onex is the sole shareholder of OMI Partnership Holdings; OMI Partnership Holdings is the sole member of OCS GP, LLC; OCS GP, LLC is the general partner of OCS GP, LP; OCS GP, LP is the general partner of OCS; Gerald W. Schwartz is the Chairman of Onex. Mr. Schwartz, the Chairman of Onex, indirectly owns shares representing a majority of the voting rights of the shares of Onex, and as such may be deemed to beneficially own all of the shares of Common Stock beneficially owned by Onex. Mr. Schwartz disclaims any such beneficial ownership. The principal business and principal office address of the Onex Reporting Persons is c/o Onex Corporation, 161 Bay Street P.O. Box 700, Toronto, ON, Canada, M5J 2S1.
(5)Based solely on the Schedule 13D filed on June 27, 2023 (the “Caspian 13D”) by Caspian Capital LP (“Caspian Capital”), Caspian Capital GP LLC (“Caspian GP”), Adam Cohen and David Corleto (together, the “Caspian Reporting Persons”). Each of the Caspian Reporting Persons beneficially owns 430,067 shares of Common Stock, including (i) 3,000 shares of Common Stock, (ii) 12,857 shares of Common Stock issuable upon exercise of Series I Warrants, (iii) 14,210 shares of Common Stock issuable upon exercise of Series II Warrants and (iv) 400,000 shares of Common Stock issuable upon conversion of 2L Notes. Caspian Capital is the investment manager of KHMF and KHDOF and pursuantor adviser to certain investment advisory agreements serves asfunds and accounts that hold the investment advisor to KHNY and KHAL. Investment decision with respect to the Class A Common Stock heldreported herein. Caspian GP is the general partner of Caspian Capital and Caspian GP is controlled by the Knighthead Funds are made by Knighthead in its sole discretion.Adam Cohen and David Corleto. The address of the principal business and principal office of each of the entities named in this footnoteCaspian Reporting Persons is 280 Park Avenue, 22nd10 East 53rd Street, 35th Floor, New York, New York 10017.
(4)
| Includes options able to be exercised within 60 days of March 31, 2023. |