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^*

SIGULER GUFF ADVISERS, LLC

(Last)

(First)

(Middle)

200 PARK AVE., 23RD FLOOR

(Street)

NEW YORK

10166

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/23/2021

3. Issuer Name and Ticker or Trading Symbol
Fathom Digital Manufacturing Corp [ FATH ]

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)

X	Form filed by One Reporting Person
	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⁽¹⁾	8,597,214	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III, LP⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾	1,556,527	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (F), LP⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾	234,974	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (C), LP⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾	59,812	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES III (UK), LP⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾	2,416,676	I	SIGULER GUFF HP OPPORTUNITIES FUND II, LP⁽²⁾⁽³⁾
Class A Common Stock⁽¹⁾	1,375,668	I	SIGULER GUFF AMERICAS OPPORTUNITIES FUND, LP⁽²⁾⁽³⁾
Class B Common Stock	2,300,994	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (T), LP⁽²⁾⁽³⁾

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)
Earnout Shares⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	637,448	⁽⁴⁾	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III, LP
Earnout Shares⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	115,410	⁽⁵⁾	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (F), LP
Earnout Shares⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	17,422	⁽⁶⁾	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (C), LP
Earnout Shares⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	4,435	⁽⁷⁾	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES III (UK), LP
Earnout Shares⁽⁸⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	179,187	⁽⁸⁾	I	SIGULER GUFF HP OPPORTUNITIES FUND II, LP
Earnout Shares⁽⁹⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	102,000	⁽⁹⁾	I	SIGULER GUFF AMERICAS OPPORTUNITIES FUND, LP
Earnout Shares⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	Class B Common Stock	170,431	⁽¹⁰⁾	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (T), LP
Earnout Shares⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	Class A LLC Units	170,431	⁽¹⁰⁾	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (T), LP
Class A LLC Units⁽¹¹⁾	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	2,300,994	⁽¹¹⁾	I	SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (T), LP

Explanation of Responses:

1. On December 23, 2021 (the "Effective Time"), the Issuer, formerly known as Altimar Acquisition Corp. II, acquired Fathom Holdco, LLC ("Fathom") pursuant to a Business Combination Agreement by and among the Issuer, Fathom and certain other parties thereto (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, at the Effective Time, the outstanding equity interests of Fathom held by the Reporting Person were converted into the right to receive shares of the Issuer's Class A Common Stock or a combination of the Issuer's Class B Common Stock and a like number of Fathom's Class A LLC Units, as applicable. Shares of Class B Common Stock have no economic rights (other than the right to receive the par value of such shares in connection with the liquidation, dissolution or winding up of the Issuer), and each share of Class B Common Stock entitles its holder to one vote per share.

2. This statement is filed by Siguler Guff Advisers, LLC ("SGA"). SGA is a registered investment adviser to Siguler Guff Small Buyout Opportunities Fund III, LP ("SBOF III"), Siguler Guff Small Buyout Opportunities Fund III (F), LP ("SBOF III (F)"), Siguler Guff Small Buyout Opportunities Fund III (C), LP ("SBOF III (C)"), Siguler Guff Small Buyout Opportunities III (UK), LP ("SBOF III (UK)"), Siguler Guff HP Opportunities Fund II, LP ("SG HP") and Siguler Guff Americas Opportunities Fund, LP ("SG Americas", and together with SBOF III, SBOF III (F), SBOF III (C), SBOF III (UK) and SG HP, the "SG Funds") that directly hold the securities of the Issuer to which this statement relates for the benefit of their respective investors, and in such capacity SGA has voting and dispositive power over such securities. SGA is 100% owned by Siguler Guff & Company, LP.

3. (Continued from footnote 2) The general partner of Siguler Guff & Company, LP is Siguler Guff Holdings GP, LLC. Each of Siguler Guff SBOF III GP, LLC ("SBOF III GP"), Siguler Guff SBOF III (UK) GP, LLP ("SBOF III (UK) GP"), Siguler Guff HP II GP, LLC ("SG HP GP"), and Siguler Guff Americas GP, LLC ("SG Americas GP" and together with SBOF III GP, SBOF III (UK) GP and SG HP GP, the "SG Fund GPs"), which are the general partners of the applicable SG Funds, is controlled by its sole member, Siguler Guff Capital, LP, which is majority controlled by Andrew Guff and George Siguler. Consequently, Siguler Guff Capital, LP, Andrew Guff and George Siguler may be deemed the beneficial owners of the shares held by the Funds. George W. Siguler, Andrew J. Guff, Donald P. Spencer and Kenneth J. Burns are the owners of Siguler Guff Holdings GP, LLC and the executive officers of SGA.

4. The Reporting Person holds an aggregate of 637,448 shares of Class A Common Stock that are subject to forfeiture. These earnout shares will vest in three equal tranches, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00. The achievement of the price threshold will be determined based on a volume-weighted average price ("VWAP") of the Class A Common Stock for 20 trading days within any 30 trading day period or a change of control transaction of the issuer that implies the same per share value as the applicable price threshold. The earnout period will be five years from the date of the closing of the Business Combination or December 23, 2026. If such vesting requirements are not achieved during the five-year earnout period, such earnout shares will be forfeited.

5. The Reporting Person holds an aggregate of 115,410 shares of Class A Common Stock that are subject to forfeiture. These earnout shares will vest in three equal tranches, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00. The achievement of the price threshold will be determined based on a VWAP of the Class A Common Stock for 20 trading days within any 30 trading day period or a change of control transaction of the issuer that implies the same per share value as the applicable price threshold. The earnout period will be five years from the date of the closing of the Business Combination or December 23, 2026. If such vesting requirements are not achieved during the five-year earnout period, such earnout shares will be forfeited.

6. The Reporting Person holds an aggregate of 17,422 shares of Class A Common Stock that are subject to forfeiture. These earnout shares will vest in three equal tranches, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00. The achievement of the price threshold will be determined based on a VWAP of the Class A Common Stock for 20 trading days within any 30 trading day period or a change of control transaction of the issuer that implies the same per share value as the applicable price threshold. The earnout period will be five years from the date of the closing of the Business Combination or December 23, 2026. If such vesting requirements are not achieved during the five-year earnout period, such earnout shares will be forfeited.

7. The Reporting Person holds an aggregate of 4,435 shares of Class A Common Stock that are subject to forfeiture. These earnout shares will vest in three equal tranches, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00. The achievement of the price threshold will be determined based on a VWAP of the Class A Common Stock for 20 trading days within any 30 trading day period or a change of control transaction of the issuer that implies the same per share value as the applicable price threshold. The earnout period will be five years from the date of the closing of the Business Combination or December 23, 2026. If such vesting requirements are not achieved during the five-year earnout period, such earnout shares will be forfeited.

8. The Reporting Person holds an aggregate of 179,187 shares of Class A Common Stock that are subject to forfeiture. These earnout shares will vest in three equal tranches, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00. The achievement of the price threshold will be determined based on a VWAP of the Class A Common Stock for 20 trading days within any 30 trading day period or a change of control transaction of the issuer that implies the same per share value as the applicable price threshold. The earnout period will be five years from the date of the closing of the Business Combination or December 23, 2026. If such vesting requirements are not achieved during the five-year earnout period, such earnout shares will be forfeited.

9. The Reporting Person holds an aggregate of 102,000 shares of Class A Class A Common Stock that are subject to forfeiture. These earnout shares will vest in three equal tranches, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00. The achievement of the price threshold will be determined based on a VWAP of the Class A Common Stock for 20 trading days within any 30 trading day period or a change of control transaction of the issuer that implies the same per share value as the applicable price threshold. The earnout period will be five years from the date of the closing of the Business Combination or December 23, 2026. If such vesting requirements are not achieved during the five-year earnout period, such earnout shares will be forfeited.

10. The Reporting Person holds an aggregate of 170,431 of the Issuer's Class A LLC Units (the "Earnout Units") and 170,431 shares of the Issuer's Class B Common Stock that are subject to forfeiture (the "Earnout Shares"). The Earnout Units and Earnout Shares will vest in three equal tranches, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00. The achievement of the price threshold will be determined based on a VWAP of the Issuer's Class A Common Stock, for 20 trading days within any 30 trading day period or a change of control transaction of the issuer that implies the same per share value as the applicable price threshold. The earnout period will be five years from the date of the closing of the Business Combination or December 23, 2026. If such vesting requirements are not achieved during the five-year earnout period, such earnout shares will be forfeited.

11. The Class A LLC Units are exchangeable (upon delivery of a corresponding number of shares of the Issuer's Class B Common Stock (as reported on Table I hereof)) for shares of the Issuer's Class A Common Stock on a one-for-one basis or an equivalent amount of cash at the option of Fathom pursuant to the terms of the Second Amended and Restated LLC Operating Agreement of Fathom.

Remarks:

Exhibit 24 - Powers of Attorney

	SIGULER GUFF ADVISERS, LLC, BY: SIGULER GUFF & COMPANY, LP, BY: SIGULER GUFF HOLDINGS GP, LLC, /s/Joshua Posner, as Authorized Person	01/03/2022
	** 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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