Altimar Sponsor II, LLC - Dec 23, 2021 Form 4 Insider Report for Fathom Digital Manufacturing (FATH)

Role
Other*
Signature
/s/ Faith Rosenfeld, as Chief Administrative Officer
Stock symbol
FATH
Transactions as of
Dec 23, 2021
Transactions value $
-$9,900,000
Form type
4
Date filed
12/28/2021, 07:40 AM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FATH Class A Common Stock Options Exercise +8.45M 5.92M Dec 23, 2021 Direct F1, F2, F4, F5

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
transaction FATH Class B Ordinary Shares, par value $0.0001 Options Exercise -8.45M -100% 0 Dec 23, 2021 Class A Common Stock Direct F1, F2, F4
transaction FATH Private Placement Warrants Award -$9.9M -9.9M -50% $1.00 9.9M Dec 23, 2021 Class A Common Stock 9.9M $11.50 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Altimar Sponsor II, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 As described in the registration statement on Form S-4 (File No. 333-259639) of Altimar Acquisition Corp. II (the "Issuer"), the shares of Class B ordinary shares of the Issuer (the "Class B Ordinary Shares") held by the reporting person will automatically convert into shares of Class C common stock of Fathom Digital Manufacturing Corporation, a Delaware corporation ("Fathom") in connection with the Business Combination, after which such shares will then automatically convert into Class A common stock of Fathom (the "Class A Common Stock") after which 2,535,000 shares of the Class A Common Stock will be forfeited by the reporting person, in each case, on a one-for-one basis. Following the consummation of the Business Combination, the reporting person holds 5,915,000 shares of Class A Common Stock. Of the 5,915,000 shares of Class A Common Stock held by the reporting person, 1,267,500 shares of Class A Common Stock are subject to vesting restrictions. See Footnote 5 below.
F2 On December 23, 2021, the Issuer consummated its initial business combination with Fathom Holdco, LLC, with Fathom as the surviving entity (the "Business Combination"). In connection with the Business Combination, each Class B Ordinary Share of the Issuer ultimately converted to one share of Class A Common Stock of Fathom.
F3 The Private Placement Warrants were purchased by Altimar Sponsor II, LLC on February 9, 2021 (such date, the "IPO Closing Date"). Each Private Placement Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share of Class A Common Stock, subject to certain adjustments. The Private Placement Warrants may be exercised only after February 9, 2022, the date that is twelve months following the IPO Closing Date, and expires five years after the completion of the Issuer's Business Combination or earlier upon redemption or liquidation.
F4 Altimar Sponsor II, LLC (the "Sponsor") is the sponsor entity of the Issuer. The Sponsor is controlled by HPS Investment Partners, LLC.
F5 Includes 1,267,500 shares of Class A Common Stock that constitute the Sponsor's earnout shares (the "Sponsor Earnout Shares"). The Sponsor's Earnout Shares are subject to certain vesting restrictions set forth in that certain Forfeiture and Support Agreement, dated as of July 15, 2021 and amended on November 16, 2021, by and among Issuer, Sponsor, Fathom Holdco, LLC and the other parties thereto.

Remarks:

As a result of the Business Combination, the reporting person has ceased to beneficially own more than 10% of the outstanding common stock of the Issuer.