| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FATH | Class A Common Stock | 22.5K | Dec 23, 2021 | Direct | F1 | |||||
| holding | FATH | Class A Common Stock | 228K | Dec 23, 2021 | Direct | F2, F3 |
| Id | Content |
|---|---|
| F1 | 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 (the "Plan"). 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. |
| F2 | Represents shares of Class A Common Stock underlying RSUs issued under the Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. 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"). These RSUs were issued to the Reporting Person pursuant to the Business Combination Agreement in exchange for unvested shares of phantom equity in Fathom. 57,046 of such RSUs are time-vesting, with 25% per year vesting in equal annual installments beginning January 1, 2022, subject to continued service through the applicable vesting date. The remaining 171,136 of such RSUs are subject to performance-based vesting conditions based upon the sell-down percentage of |
| F3 | (Continued from footnote 2)(a) CORE Industrial Partners Fund I, LP, CORE Industrial Partners Fund I Parallel, LP, CORE Fund I Holdings-2, LP and CORE Fund I Holdings-5 LP (collectively, the "CORE Investors"), and (b) with respect to the CORE Investors, any person directly controlled by, directly controlling or under direct common control with the CORE Investors (collectively, the "CORE Affiliates") as follows: (1) 25% of the performance-based RSUs will vest if the CORE Investors and the CORE Affiliates collectively sell-down an investor cumulative sale percentage equal or greater than 60%; (2) 25% of the performance-based RSUs will vest if the CORE Investors and the CORE Affiliates collectively sell-down an investor cumulative sale percentage equal or greater than 80%; and (3) 50% of the performance-based RSUs will vest if the CORE Investors and the CORE Affiliates collectively sell-down an investor cumulative sale percentage equal or greater than 95%. |
Exhibit 24 - Power of Attorney