Marathon Asset Management Lp - Jun 15, 2023 Form 3 Insider Report for ATI Physical Therapy, Inc. (ATIP)

Role: 10%+ Owner
Signature: Marathon Asset Management, L.P., by: /s/ Jamie Raboy, Authorized Signatory
Stock symbol: ATIP
Transactions as of: Jun 15, 2023
Transactions value $: $0
Form type: 3
Date filed: 6/26/2023, 08:07 PM
Previous filing: Jul 21, 2022
Next filing: Feb 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ATIP	Series A Preferred Stock						50K	Jun 15, 2023	See Footnote	F1, F8
holding	ATIP	Series B Preferred Stock						41.7K	Jun 15, 2023	See Footnote	F2, F8

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	36.2K		See Footnotes	F3, F8
holding	ATIP	Series II Warrants (right to acquire)							Jun 15, 2023	Class A Common Stock	33.4K		See Footnotes	F4, F8
holding	ATIP	Convertible PIK Notes							Jun 15, 2023	Class A Common Stock	3.34M		See Footnotes	F5, F6, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects shares of Series A Preferred Stock of the Issuer held by the Marathon Funds (as defined below).
F2	Reflects shares of Series B Preferred Stock of the Issuer held by the Marathon Funds.
F3	Reflects warrants to acquire shares of Class A Common Stock of the Issuer ("Common Stock") held by the Marathon 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.
F4	Reflects warrants to acquire shares of Common Stock held by the Marathon 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.
F5	Reflects senior second lien secured convertible PIK notes held by the Marathon Funds ("Notes"). The aggregate principal amount of the Notes is $41,728,214.61, 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 (plus any accrued but unpaid interest thereon).
F6	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 price is subject to certain anti-dilution adjustments in accordance with their terms.
F7	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 (5) above) and the conversion price (as described in footnote (6) above).
F8	Marathon Asset Management, L.P. ("Marathon"), as the investment manager of each of MAM PT, LLC ("MAM"), MCSP SUB LLC ("Empire"), Marathon Distressed Credit Master Fund ("MDCF") and Marathon Stepstone Master Fund LP ("StepStone" and, together with MAM, Empire, MDCF, the "Marathon Funds"), has the sole power to vote and direct the disposition of all the reported securities held by the Marathon Funds. Accordingly, Marathon may be deemed to beneficially own such reported securities. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. and, thus, may be deemed to beneficially own the reported securities held by the Marathon Funds. This report is not an admission that any Reporting Person beneficially owns the reported securities. 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