Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

ATI Physical Therapy, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00216W208

(CUSIP Number)

David N. Brooks

Fortress Investment Group LLC

1345 Avenue of the Americas, 46th Floor

New York, NY 10105

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 27, 2024

(Date of Event which Requires Filing of this Statement)

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: ☐

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.

*	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.

 

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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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   Fortress Acquisition Sponsor II LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   Hybrid GP Holdings (Cayman) LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   Hybrid GP Holdings LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   FIG LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☑
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   Fortress Operating Entity I LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   FIG Blue LLC (f/k/a FIG Corp.)
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   Fortress Investment Group LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   FINCO I Intermediate Holdco LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   FINCO I LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   FIG Parent, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   Foundation Holdco LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

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CUSIP No.:  00216W208
	1	NAMES OF REPORTING PERSONS   FIG Buyer GP, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS   AF
	5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
			8	SHARED VOTING POWER   170,500
			9	SOLE DISPOSITIVE POWER   0
			10	SHARED DISPOSITIVE POWER   170,500
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,500
	12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.9%
	14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

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EXPLANATORY NOTE

This Schedule 13D constitutes (i) Amendment No. 4 to the Schedule 13D filed on May 21, 2024, as amended by Amendment No. 1 filed on November 8, 2024, Amendment No. 2 filed on November 18, 2024 and Amendment No. 3 filed on November 25, 2024, on behalf of FINCO I Intermediate Holdco LLC, FINCO I LLC, FIG Parent, LLC, Foundation Holdco LP and FIG Buyer GP, LLC and (ii) Amendment No. 5 to the Schedule 13D originally filed on June 23, 2021, as amended by Amendment No. 1 filed on August 6, 2021, Amendment No. 2 filed on November 8, 2024, Amendment No. 3 filed on November 18, 2024 and Amendment No. 4 filed on November 25, 2024, on behalf of Fortress Acquisition Sponsor II LLC, Hybrid GP Holdings (Cayman) LLC, Hybrid GP Holdings LLC, FIG LLC, Fortress Operating Entity I LP, FIG Blue LLC (f/k/a/ FIG Corp.) and Fortress Investment Group LLC (the filings referenced in (i) and (ii) collectively, the “Fortress Schedule 13D”). Capitalized terms not otherwise defined in this Schedule 13D shall have the same meanings ascribed thereto in the Fortress Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety with the following:

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) and (b)

	(i)	Amount beneficially owned:  See Item 11 of each of the cover pages.
	(ii)	Percent of class:  See Item 13 of each of the cover pages.
	(iii)	Number of shares as to which such person has:
		a.	Sole power to vote or direct the vote:  See Item 7 of each of the cover pages.
		b.	Shared power to vote or direct the vote:  See Item 8 of each of the cover pages.
		c.	Sole power to dispose or direct the disposition:  See Item 9 of each of the cover pages.
		d.	Shared power to dispose or direct the disposition:  See Item 10 of each of the cover pages.

All percentages of Common Stock outstanding contained herein are based on 4,411,441 shares of Common Stock outstanding as of October 30, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2024.

The beneficial ownership of an aggregate of 170,500 shares of Common Stock reported herein includes 170,500 shares of Common Stock that are unvested and subject to certain vesting and forfeiture provisions set forth in the Sponsor Letter Agreement (as defined in the Fortress Schedule 13D).

(c)          The Reporting Persons have not engaged in any transaction since the most recent filing of Schedule 13D involving shares of Common Stock, other than the sale of 2,966,666 Warrants held directly by Sponsor (which can be exercised for the issuance of 59,333 shares of Common Stock) for $0.0005 per Warrant, in cash, in a private transaction on November 27, 2024.

(d)          No person other than the Reporting Persons and the investors in the Sponsor and the Funds is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons and described in this Item 5.

(e)          On November 27, 2024, the Reporting Persons ceased to beneficially own more than five percent of the outstanding shares of Common Stock.

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SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  December 2, 2024	FORTRESS ACQUISITION SPONSOR II LLC
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary
Dated:  December 2, 2024	HYBRID GP HOLDINGS (CAYMAN) LLC
	By:	Hybrid GP Holdings LLC, its managing member
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary
Dated:  December 2, 2024	HYBRID GP HOLDINGS LLC
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary
Dated:  December 2, 2024	FIG LLC
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary
Dated:  December 2, 2024	FORTRESS OPERATING ENTITY I LP
	By:	FIG Blue LLC, its general partner
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary
Dated:  December 2, 2024	FIG BLUE LLC
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary
Dated:  December 2, 2024	FORTRESS INVESTMENT GROUP LLC
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary

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Dated:  December 2, 2024	FINCO I INTERMEDIATE HOLDCO LLC
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary
Dated:  December 2, 2024	FINCO I LLC
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary
Dated:  December 2, 2024	FIG PARENT, LLC
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary
Dated:  December 2, 2024	FOUNDATION HOLDCO LP
	By:	FIG Buyer GP, LLC, its general partner
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary
Dated:  December 2, 2024	FIG BUYER GP, LLC
	By:	/s/ David N. Brooks
	Name:	David N. Brooks
	Title:	Secretary

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