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^*

Chen Carey

(Last)

(First)

(Middle)

C/O FATHOM DIGITAL MANUFACTURING CORP.

1050 WALNUT RIDGE DRIVE

(Street)

HARTLAND

53029

(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)

X	Director	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⁾	22,500	D
Class A Common Stock⁽²⁾	104,965	D
Class A Common Stock⁽³⁾⁽⁴⁾	1,162,596	D

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)

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") issued pursuant to the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan, as amended and/or amended and restated from time to time (the "Plan"). Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. These RSUs will vest in substantially equal annual installments on each of the first three anniversaries of the December 23, 2021 grant date.

2. 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"). These shares of Class A Common Stock were issued to the Reporting Person pursuant to the Business Combination Agreement in exchange for vested shares of phantom equity in Fathom.

3. Represents shares of Class A Common Stock underlying RSUs issued under the Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. These RSUs were issued to the Reporting Person pursuant to the Business Combination Agreement in exchange for unvested shares of phantom equity in Fathom. 19,397 of such RSUs are time-vesting, with half vesting on October 1, 2022 and half vesting on October 1, 2023, subject to continued service through the applicable vesting date. The remaining 1,143,199 RSUs are subject to performance-based vesting conditions based upon the sell-down percentage of (a) CORE Industrial Partners Fund I, LP, CORE Industrial Partners Fund I Parallel, LP, CORE Fund I Holdings-2, LP and CORE Fund I Holdings-5 LP (collectively, the "CORE Investors"),

4. (Continued from footnote 3) and (b) with respect to the CORE Investors, any person directly controlled by, directly controlling or under direct common control with the CORE Investors (collectively, the "CORE Affiliates") as follows: (1) 25% of the performance-based RSUs will vest if the CORE Investors and the CORE Affiliates collectively sell-down an investor cumulative sale percentage equal or greater than 60%; (2) 25% of the performance-based RSUs will vest if the CORE Investors and the CORE Affiliates collectively sell-down an investor cumulative sale percentage equal or greater than 80%; and (3) 50% of the performance-based RSUs will vest if the CORE Investors and the CORE Affiliates collectively sell-down an investor cumulative sale percentage equal or greater than 95%.

Remarks:

Exhibit 24 - Power of Attorney

	/s/Carey Chen, by James R. Brown as Attorney-in-Fact	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.