SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BROWN PAYNE

(Last)

(First)

(Middle)

C/O ALTIMAR ACQUISITION CORP. II

40 WEST 57TH STREET, 33RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Fathom Digital Manufacturing [ ATMR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/23/2021		M⁽²⁾		25,000	A	⁽¹⁾⁽²⁾	17,500⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares, par value $0.0001	⁽¹⁾⁽²⁾	12/23/2021		M⁽²⁾			25,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. As described in the registration statement on Form S-4 (File No. 333-259639) of Altimar Acquisition Corp. II (the "Issuer"), the shares of Class B ordinary shares of the Issuer (the "Class B Ordinary Shares") held by the reporting person will automatically convert into shares of Class C common stock of Fathom Digital Manufacturing Corporation, a Delaware corporation ("Fathom") in connection with the Business Combination, after which such shares will then automatically convert into Class A common stock of Fathom (the "Class A Common Stock"), after which 7,500 shares of Class A Common Stock will be forfeited by the reporting person, in each case, on a one-for-one basis.

2. On December 23, 2021, the Issuer consummated its initial business combination with Fathom Holdco, LLC, with Fathom as the surviving entity (the "Business Combination"). In connection with the Business Combination, each Class B Ordinary Share of the Issuer ultimately converted to one share of Class A Common Stock of Fathom.

Remarks:

As a result of the Business Combination, the reporting person has ceased to be a director of the Issuer.

	/s/ Tom Wasserman, as attorney-in-fact for Payne D. Brown	12/28/2021
	** Signature of Reporting Person	Date
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