Knighthead Capital Management, LLC - Jun 15, 2023 Form 3 Insider Report for ATI Physical Therapy, Inc. (ATIP)

Role
10%+ Owner
Signature
Knighthead Capital Management, LLC, by: /s/ Laura L. Torrado, General Counsel
Stock symbol
ATIP
Transactions as of
Jun 15, 2023
Transactions value $
$0
Form type
3
Date filed
6/26/2023, 08:05 PM
Next filing
Feb 8, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ATIP Class A Common Stock 259K Jun 15, 2023 See Footnote F1, F9
holding ATIP Series A Preferred Stock 75.6K Jun 15, 2023 See Footnote F2, F9
holding ATIP Series B Preferred Stock 52.4K Jun 15, 2023 See Footnote F3, F9

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 ATIP Series I Warrants (right to acquire) Jun 15, 2023 Class A Common Stock 42.2K See Footnotes F4, F9
holding ATIP Series II Warrants (right to acquire) Jun 15, 2023 Class A Common Stock 63.1K See Footnotes F5, F9
holding ATIP Convertible PIK Notes Jun 15, 2023 Class A Common Stock 4.19M See Footnotes F6, F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects shares of Class A Common Stock ("Common Stock") of the Issuer held by the Knighthead Funds (as defined below).
F2 Reflects shares of Series A Preferred Stock of the Issuer held by the Knighthead Funds.
F3 Reflects shares of Series B Preferred Stock of the Issuer held by the Knighthead Funds.
F4 Reflects warrants to acquire shares of Common Stock held by the Knighthead Funds ("Series I Warrants"). The Series I Warrants may be exercised at any time prior to their expiration on February 24, 2027. The exercise price of the Series I Warrants is $150.00 per share.
F5 Reflects warrants to acquire shares of Common Stock held by the Knighthead Funds ("Series II Warrants"). The Series II Warrants may be exercised at any time prior to their expiration on February 24, 2027. The exercise price of the Series II Warrants is $0.50 per share.
F6 Reflects senior second lien secured convertible PIK notes held by the Knighthead Funds ("Notes"). The aggregate principal amount of the Notes is $52,388,010.54, and the Notes accrue interest at a rate of 8.00% per annum. Subject to earlier conversion in accordance with their terms, the Notes will become due and payable on August 24, 2028 (the "Maturity Date") in an amount equal to the principal amount of the Notes outstanding on such date.
F7 All or any portion of the Notes may be converted at the election of the Reporting Persons at any time prior to the close of business on the business day immediately preceding the Maturity Date into a number of shares of Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes being converted (together with the accrued but unpaid interest thereon) as of the applicable conversion date, by (b) a conversion price of $12.50, which such conversion prices are subject to certain anti-dilution adjustments in accordance with their terms.
F8 This number represents the number of shares of Common Stock issuable upon conversion of the Notes if the Reporting Persons elect to convert the Notes based on the principal amount of the Notes (as described in footnote (6) above) and the conversion price (as described in footnote (7) above).
F9 Knighthead Capital Management, LLC ("Knighthead"), pursuant to certain investment management agreements, serves as the investment manager of Knighthead Master Fund, L.P. ("KHMF"), Knighthead Distressed Opportunities Fund, L.P. ("KHDOF") , KHSU SPV LP LLC, a wholly-owned subsidiary of KHAL ("KHSU"), and pursuant to certain investment advisory agreements, serves as the investment advisor to Knighthead (NY) Fund L.P. ("KHNY") and Knighthead Annuity & Life Assurance Company ("KHAL"), and KHMF, KHAL and KHDOF are members of KH Ankle LLC ("KHA", and together with KHMF, KHDOF, KHSU, KHNY and KHAL, collectively, the "Knighthead Funds"). Accordingly, investment decisions with respect to the reported securities held by the Knighthead Funds are made by Knighthead in its sole discretion. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:

Exhibit 99 - Joint Filer Statement