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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ATI Physical Therapy Inc | NYSE:ATIP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.35 | -7.00% | 4.65 | 5.00 | 4.33 | 4.85 | 11,624 | 21:37:52 |
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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ATI Physical Therapy, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
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00216W109
(CUSIP Number)
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David N. Brooks
Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, NY 10105
(212) 798-6100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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July 30, 2021
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Fortress Acquisition Sponsor II LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
18,991,666
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
18,991,666
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,991,666
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1
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NAMES OF REPORTING PERSONS
Hybrid GP Holdings (Cayman) LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
18,991,666
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
18,991,666
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,991,666
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1
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NAMES OF REPORTING PERSONS
Hybrid GP Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
18,991,666
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
18,991,666
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,991,666
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1
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NAMES OF REPORTING PERSONS
FIG LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
18,991,666
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
18,991,666
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,991,666
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1
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NAMES OF REPORTING PERSONS
Fortress Operating Entity I LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
18,991,666
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
18,991,666
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,991,666
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1
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NAMES OF REPORTING PERSONS
FIG Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
18,991,666
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
18,991,666
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,991,666
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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1
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NAMES OF REPORTING PERSONS
Fortress Investment Group LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
18,991,666
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
18,991,666
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,991,666
|
||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(i) |
Fortress Acquisition Sponsor II LLC, a Delaware limited liability company (“Sponsor”), directly holds an aggregate of 16,025,000 shares of Common Stock and warrants (the “Warrants”) to purchase 2,966,666 shares of Common Stock (as described in Items 5(a) and (b) herein).
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(ii) |
Hybrid GP Holdings (Cayman) LLC, a Cayman Islands limited liability company (“Cayman GP”), controls the general partners of certain investment funds that together,
pursuant to the Transfer Agreement, acquired a majority equity interest in Sponsor.
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(iii) |
Hybrid GP Holdings LLC, a Delaware limited liability company (“Hybrid GP”), is the sole owner of Cayman GP.
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(iv) |
FIG LLC, a Delaware limited liability company (“FIG LLC”), indirectly controls certain investment funds (the “Funds”) managed or advised by controlled affiliates
of FIG LLC, which Funds hold all of the outstanding equity interest in Sponsor.
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(v) |
Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is (i) the sole owner of FIG LLC and (ii) the managing member of, and holds the majority of
equity interest in, Hybrid GP.
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(vi) |
FIG Corp., a Delaware corporation (“FIG Corp.”), is the general partner of FOE I.
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(vii) |
Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), is the sole owner of FIG Corp.
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(i) |
Amount beneficially owned: See Item 11 of each of the cover pages.
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(ii) |
Percent of class: See Item 13 of each of the cover pages.
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(iii) |
Number of shares as to which such person has:
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a. |
Sole power to vote or direct the vote: See Item 7 of each of the cover pages.
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b. |
Shared power to vote or direct the vote: See Item 8 of each of the cover pages.
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c. |
Sole power to dispose or direct the disposition: See Item 9 of each of the cover pages.
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d. |
Shared power to dispose or direct the disposition: See Item 10 of each of the cover pages.
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Dated: August 6, 2021
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FORTRESS ACQUISITION SPONSOR II LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: August 6, 2021
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HYBRID GP HOLDINGS (CAYMAN) LLC
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By: Hybrid GP Holdings LLC, its managing member
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: August 6, 2021
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HYBRID GP HOLDINGS LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: August 6, 2021
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FIG LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: August 6, 2021
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FORTRESS OPERATING ENTITY I LP
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By: FIG Corp., its general partner
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: August 6, 2021
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FIG CORP.
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: August 6, 2021
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FORTRESS INVESTMENT GROUP LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
|
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Title:
|
Secretary
|
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1 Year ATI Physical Therapy Chart |
1 Month ATI Physical Therapy Chart |
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