Siguler Guff Advisers, Llc - Dec 23, 2021 Form 3 Insider Report for Fathom Digital Manufacturing Corp (FATH)

Role: 10%+ Owner
Signature: SIGULER GUFF ADVISERS, LLC, BY: SIGULER GUFF & COMPANY, LP, BY: SIGULER GUFF HOLDINGS GP, LLC, /s/Joshua Posner, as Authorized Person
Stock symbol: FATH
Transactions as of: Dec 23, 2021
Transactions value $: $0
Form type: 3
Date filed: 1/3/2022, 06:58 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	FATH	Class A Common Stock						8.6M	Dec 23, 2021	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III, LP	F1, F2, F3
holding	FATH	Class A Common Stock						1.56M	Dec 23, 2021	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (F), LP	F1, F2, F3
holding	FATH	Class A Common Stock						235K	Dec 23, 2021	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (C), LP	F1, F2, F3
holding	FATH	Class A Common Stock						59.8K	Dec 23, 2021	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES III (UK), LP	F1, F2, F3
holding	FATH	Class A Common Stock						2.42M	Dec 23, 2021	SIGULER GUFF HP OPPORTUNITIES FUND II, LP	F1, F2, F3
holding	FATH	Class A Common Stock						1.38M	Dec 23, 2021	SIGULER GUFF AMERICAS OPPORTUNITIES FUND, LP	F1, F2, F3
holding	FATH	Class B Common Stock						2.3M	Dec 23, 2021	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (T), LP	F2, F3

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 A Common Stock	637K		SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III, LP	F4
holding	FATH	Earnout Shares							Dec 23, 2021	Class A Common Stock	115K		SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (F), LP	F5
holding	FATH	Earnout Shares							Dec 23, 2021	Class A Common Stock	17.4K		SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (C), LP	F6
holding	FATH	Earnout Shares							Dec 23, 2021	Class A Common Stock	4.44K		SIGULER GUFF SMALL BUYOUT OPPORTUNITIES III (UK), LP	F7
holding	FATH	Earnout Shares							Dec 23, 2021	Class A Common Stock	179K		SIGULER GUFF HP OPPORTUNITIES FUND II, LP	F8
holding	FATH	Earnout Shares							Dec 23, 2021	Class A Common Stock	102K		SIGULER GUFF AMERICAS OPPORTUNITIES FUND, LP	F9
holding	FATH	Earnout Shares							Dec 23, 2021	Class B Common Stock	170K		SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (T), LP	F10
holding	FATH	Earnout Shares							Dec 23, 2021	Class A LLC Units	170K		SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (T), LP	F10
holding	FATH	Class A LLC Units							Dec 23, 2021	Class A Common Stock	2.3M		SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (T), LP	F11

* 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	This statement is filed by Siguler Guff Advisers, LLC ("SGA"). SGA is a registered investment adviser to Siguler Guff Small Buyout Opportunities Fund III, LP ("SBOF III"), Siguler Guff Small Buyout Opportunities Fund III (F), LP ("SBOF III (F)"), Siguler Guff Small Buyout Opportunities Fund III (C), LP ("SBOF III (C)"), Siguler Guff Small Buyout Opportunities III (UK), LP ("SBOF III (UK)"), Siguler Guff HP Opportunities Fund II, LP ("SG HP") and Siguler Guff Americas Opportunities Fund, LP ("SG Americas", and together with SBOF III, SBOF III (F), SBOF III (C), SBOF III (UK) and SG HP, the "SG Funds") that directly hold the securities of the Issuer to which this statement relates for the benefit of their respective investors, and in such capacity SGA has voting and dispositive power over such securities. SGA is 100% owned by Siguler Guff & Company, LP.
F3	(Continued from footnote 2) The general partner of Siguler Guff & Company, LP is Siguler Guff Holdings GP, LLC. Each of Siguler Guff SBOF III GP, LLC ("SBOF III GP"), Siguler Guff SBOF III (UK) GP, LLP ("SBOF III (UK) GP"), Siguler Guff HP II GP, LLC ("SG HP GP"), and Siguler Guff Americas GP, LLC ("SG Americas GP" and together with SBOF III GP, SBOF III (UK) GP and SG HP GP, the "SG Fund GPs"), which are the general partners of the applicable SG Funds, is controlled by its sole member, Siguler Guff Capital, LP, which is majority controlled by Andrew Guff and George Siguler. Consequently, Siguler Guff Capital, LP, Andrew Guff and George Siguler may be deemed the beneficial owners of the shares held by the Funds. George W. Siguler, Andrew J. Guff, Donald P. Spencer and Kenneth J. Burns are the owners of Siguler Guff Holdings GP, LLC and the executive officers of SGA.
F4	The Reporting Person holds an aggregate of 637,448 shares of Class A Common Stock that are subject to forfeiture. These 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 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.
F5	The Reporting Person holds an aggregate of 115,410 shares of Class A Common Stock that are subject to forfeiture. These 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 VWAP of the 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.
F6	The Reporting Person holds an aggregate of 17,422 shares of Class A Common Stock that are subject to forfeiture. These 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 VWAP of the 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.
F7	The Reporting Person holds an aggregate of 4,435 shares of Class A Common Stock that are subject to forfeiture. These 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 VWAP of the 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.
F8	The Reporting Person holds an aggregate of 179,187 shares of Class A Common Stock that are subject to forfeiture. These 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 VWAP of the 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.
F9	The Reporting Person holds an aggregate of 102,000 shares of Class A Class A Common Stock that are subject to forfeiture. These 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 VWAP of the 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.
F10	The Reporting Person holds an aggregate of 170,431 of the Issuer's Class A LLC Units (the "Earnout Units") and 170,431 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 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.
F11	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 - Powers of Attorney