Mark Frost - Dec 23, 2021 Form 3 Insider Report for Fathom Digital Manufacturing Corp (FATH)

Role
Chief Financial Officer
Signature
/s/Mark Frost, 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, 07:10 PM
Next filing
Apr 20, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FATH Class A Common Stock 135K Dec 23, 2021 Direct F1
holding FATH Class A Common Stock 404K Dec 23, 2021 Direct F2, F3
* 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"). These shares of Class A Common Stock were issued to the Reporting Person pursuant to the Business Combination Agreement in exchange for vested shares of phantom equity in Fathom.
F2 Represents shares of Class A Common Stock underlying Restricted Stock Units ("RSUs") issued under the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan, as amended and/or 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 were issued to the Reporting Person pursuant to the Business Combination Agreement in exchange for unvested shares of phantom equity in Fathom and are subject to performance-based vesting conditions based upon the sell-down percentage of (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"),
F3 (Continued from footnote 2) 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%.

Remarks:

Exhibit 24 - Power of Attorney