Robert L. Nardelli - Dec 23, 2021 Form 3 Insider Report for Fathom Digital Manufacturing Corp (FATH)

Role
Director
Signature
/s/Robert Nardelli, by James R. Brown as Attorney-in-Fact
Stock symbol
FATH
Transactions as of
Dec 23, 2021
Transactions value $
$0
Form type
3
Date filed
1/3/2022, 06:54 PM
Previous filing
Dec 14, 2021
Next filing
Mar 30, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FATH Class B Common Stock 145K Dec 23, 2021 Direct F1
holding FATH Class A Common Stock 22.5K Dec 23, 2021 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding FATH Earnout Shares Dec 23, 2021 Class B Common Stock 10.8K Direct F3
holding FATH Earnout Shares Dec 23, 2021 Class A LLC Units 10.8K Direct F3
holding FATH Class A LLC Units Dec 23, 2021 Class A Common Stock 145K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 23, 2021 (the "Effective Time"), the Issuer, formerly known as Altimar Acquisition Corp. II, acquired Fathom Holdco, LLC ("Fathom") pursuant to a Business Combination Agreement by and among the Issuer, Fathom and certain other parties thereto (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, at the Effective Time, the outstanding equity interests of Fathom held by the Reporting Person were converted into the right to receive shares of the Issuer's Class A Common Stock or a combination of the Issuer's Class B Common Stock and a like number of Fathom's Class A LLC Units, as applicable. Shares of Class B Common Stock have no economic rights (other than the right to receive the par value of such shares in connection with the liquidation, dissolution or winding up of the Issuer), and each share of Class B Common Stock entitles its holder to one vote per share.
F2 Represents Restricted Stock Units ("RSUs") issued pursuant to the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan, as amended and/or amended and restated from time to time. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. These RSUs will vest in substantially equal annual installments on each of the first three anniversaries of the December 23, 2021 grant date.
F3 The Reporting Person holds an aggregate of 10,806 of the Issuer's Class A LLC Units (the "Earnout Units") and 10,806 shares of the Issuer's Class B Common Stock that are subject to forfeiture (the "Earnout Shares"). The Earnout Units and Earnout Shares will vest in three equal tranches, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00. The achievement of the price threshold will be determined based on a volume-weighted average price ("VWAP") of the Issuer's Class A Common Stock, for 20 trading days within any 30 trading day period or a change of control transaction of the issuer that implies the same per share value as the applicable price threshold. The earnout period will be five years from the date of the closing of the Business Combination or December 23, 2026. If such vesting requirements are not achieved during the five-year earnout period, such earnout shares will be forfeited.
F4 The Class A LLC Units are exchangeable (upon delivery of a corresponding number of shares of the Issuer's Class B Common Stock (as reported on Table I hereof)) for shares of the Issuer's Class A Common Stock on a one-for-one basis or an equivalent amount of cash at the option of Fathom pursuant to the terms of the Second Amended and Restated LLC Operating Agreement of Fathom.

Remarks:

Exhibit 24 - Power of Attorney