SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Knighthead Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2023

3. Issuer Name and Ticker or Trading Symbol
ATI Physical Therapy, Inc. [ ATIP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	258,600	I	See Footnote⁽¹⁾⁽⁹⁾
Series A Preferred Stock	75,580	I	See Footnote⁽²⁾⁽⁹⁾
Series B Preferred Stock	52,383	I	See Footnote⁽³⁾⁽⁹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series I Warrants (right to acquire)	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	42,198	⁽⁴⁾	I	See Footnotes⁽⁴⁾⁽⁹⁾
Series II Warrants (right to acquire)	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	63,145	⁽⁵⁾	I	See Footnotes⁽⁵⁾⁽⁹⁾
Convertible PIK Notes	⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	Class A Common Stock	4,191,043	⁽⁶⁾⁽⁷⁾⁽⁸⁾	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

Knighthead Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KNIGHTHEAD MASTER FUND LP

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Knighthead (NY) Fund, LP

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Knighthead Annuity & Life Assurance Co

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Knighthead Distressed Opportunities Fund, LP

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KHSU SPV LP LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KH Ankle LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

22ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects shares of Class A Common Stock ("Common Stock") of the Issuer held by the Knighthead Funds (as defined below).

2. Reflects shares of Series A Preferred Stock of the Issuer held by the Knighthead Funds.

3. Reflects shares of Series B Preferred Stock of the Issuer held by the Knighthead Funds.

4. Reflects warrants to acquire shares of Common Stock held by the Knighthead 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.

5. Reflects warrants to acquire shares of Common Stock held by the Knighthead 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.

6. Reflects senior second lien secured convertible PIK notes held by the Knighthead Funds ("Notes"). The aggregate principal amount of the Notes is $52,388,010.54, 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.

7. 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 prices are subject to certain anti-dilution adjustments in accordance with their terms.

8. 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 (6) above) and the conversion price (as described in footnote (7) above).

9. Knighthead Capital Management, LLC ("Knighthead"), pursuant to certain investment management agreements, serves as the investment manager of Knighthead Master Fund, L.P. ("KHMF"), Knighthead Distressed Opportunities Fund, L.P. ("KHDOF") , KHSU SPV LP LLC, a wholly-owned subsidiary of KHAL ("KHSU"), and pursuant to certain investment advisory agreements, serves as the investment advisor to Knighthead (NY) Fund L.P. ("KHNY") and Knighthead Annuity & Life Assurance Company ("KHAL"), and KHMF, KHAL and KHDOF are members of KH Ankle LLC ("KHA", and together with KHMF, KHDOF, KHSU, KHNY and KHAL, collectively, the "Knighthead Funds"). Accordingly, investment decisions with respect to the reported securities held by the Knighthead Funds are made by Knighthead in its sole discretion. 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

	Knighthead Capital Management, LLC, by: /s/ Laura L. Torrado, General Counsel	06/26/2023
	Knighthead Master Fund, L.P., by: /s/ Knighthead Capital Management, LLC as investment manager, by: /s/ Laura L. Torrado, General Counsel	06/26/2023
	Knighthead (NY) Fund, L.P., by: /s/ Knighthead Capital Management, LLC as investment advisor, by: /s/ Laura L. Torrado, General Counsel	06/26/2023
	Knighthead Annuity & Life Assurance Company by: /s/ Knighthead Capital Management, LLC as investment advisor, by: /s/ Laura L. Torrado, General Counsel	06/26/2023
	Knighthead Distressed Opportunities Fund, L.P., by: /s/ Knighthead Capital Management, LLC as investment manager, by: /s/ Laura L. Torrado, General Counsel	06/26/2023
	KHSU SPV LP LLC, by: /s/ Laura L. Torrado, Authorized Signatory	06/26/2023
	KH Ankle LLC, by: /s/ Laura L. Torrado, Authorized Signatory	06/26/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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