Fortress Acquisition Sponsor II LLC - Jun 16, 2021 Form 4 Insider Report for ATI Physical Therapy, Inc. (ATIP)

Role
10%+ Owner
Signature
/s/ David N. Brooks, Secretary
Stock symbol
ATIP
Transactions as of
Jun 16, 2021
Transactions value $
$75,000,000
Form type
4
Date filed
6/21/2021, 05:13 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ATIP Class A Common Stock, par value $0.0001 Conversion of derivative security $0 +8.53M $0.00 8.53M Jun 16, 2021 Direct F1, F2
transaction ATIP Class A Common Stock, par value $0.0001 Purchase $75M +7.5M +87.98% $10.00 16M Jun 16, 2021 Direct F3

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 ATIP Class F Common Stock, par value $0.0001 per share Conversion of derivative security $0 +8.53M $0.00* 0 Jun 16, 2021 Class A Common Stock, par value $0.0001 8.53M Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Fortress Acquisition 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 On June 16, 2021, the Issuer consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of February 21, 2021, (the "Business Combination").
F2 In connection with the closing of the Business Combination (the "Closing"), all shares of the Issuer's Class F common stock were converted into shares of Class A common stock and subject to certain vesting and forfeiture provisions as set forth in the Amended and Restated Letter Agreement, dated as of February 21, 2021.
F3 Immediately prior to the Closing, the Reporting Person purchased 7,500,000 shares of Common Stock in a private placement at a price of $10.00 per share pursuant to the Subscription Agreement, dated as of February 21, 2021.