0000899243-22-000183.txt : 20220103 0000899243-22-000183.hdr.sgml : 20220103 20220103195400 ACCESSION NUMBER: 0000899243-22-000183 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211223 FILED AS OF DATE: 20220103 DATE AS OF CHANGE: 20220103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NARDELLI ROBERT L CENTRAL INDEX KEY: 0001195005 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39994 FILM NUMBER: 22503600 MAIL ADDRESS: STREET 1: 2455 PACES FERRY ROAD CITY: ATLANTA STATE: GA ZIP: 30339 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fathom Digital Manufacturing Corp CENTRAL INDEX KEY: 0001836176 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 981571400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1050 WALNUT RIDGE DRIVE CITY: HARTLAND STATE: WI ZIP: 53209 BUSINESS PHONE: 262-367-8254 MAIL ADDRESS: STREET 1: 1050 WALNUT RIDGE DRIVE CITY: HARTLAND STATE: WI ZIP: 53209 FORMER COMPANY: FORMER CONFORMED NAME: Fathom Digital Manufacturing DATE OF NAME CHANGE: 20211223 FORMER COMPANY: FORMER CONFORMED NAME: Altimar Acquisition Corp. II DATE OF NAME CHANGE: 20201211 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-12-23 0 0001836176 Fathom Digital Manufacturing Corp FATH 0001195005 NARDELLI ROBERT L C/O FATHOM DIGITAL MANUFACTURING CORP. 1050 WALNUT RIDGE DRIVE HARTLAND WI 53029 1 0 0 0 Class B Common Stock 145192 D Class A Common Stock 22500 D Earnout Shares Class B Common Stock 10806 D Earnout Shares Class A LLC Units 10806 D Class A LLC Units Class A Common Stock 145192 D 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. 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. 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. The Reporting Person holds an aggregate of 10,806 of the Issuer's Class A LLC Units (the "Earnout Units") and 10,806 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 volume-weighted average price ("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. 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. Exhibit 24 - Power of Attorney /s/Robert Nardelli, by James R. Brown as Attorney-in-Fact 2022-01-03 EX-24 2 attachment1.htm EX-24 DOCUMENT
                               POWER OF ATTORNEY

        The undersigned constitutes and appoints each of Ryan Martin, Mark
Frost, Steven J. Gavin, James R. Brown and Luisa F. Patoni, or any of them
signing singly, and with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:

    1.  Prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID and the Form ID Confirming Statement, including
        amendments thereto, and any other document necessary or appropriate to
        obtain codes and passwords enabling the undersigned to make electronic
        filings with the SEC of reports required by Section 16(a) of the
        Securities Exchange Act of 1934 or any rule or regulation of the SEC;

    2.  Execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer and/or director of Fathom Digital Manufacturing
        Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section
        16(a) of the Securities Exchange Act of 1934 and the rules and
        regulations promulgated thereunder and to file the same with all
        exhibits thereto, and other documents in connection therewith, with the
        SEC, the Company and any stock exchange on which any of the Company's
        securities are listed, granting unto said attorneys-in-fact and agents,
        and each of them, full power and authority to do and perform each act
        and thing requisite and necessary to be done under said Section 16(a),
        as fully and to all intents and purposes as the undersigned might or
        could do in person, hereby ratifying and confirming all that said
        attorneys-in-fact and agents, and each of them, may lawfully do or cause
        to be done by virtue hereof.

    3.  Take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

        The undersigned hereby grants to the attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or evocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file a Form ID, Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 17th day of December, 2021.

                                        /s/ Robert Nardelli
                                        --------------------------
                                        Name:  Robert Nardelli