0000899243-22-000209.txt : 20220103 0000899243-22-000209.hdr.sgml : 20220103 20220103201306 ACCESSION NUMBER: 0000899243-22-000209 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: Stump Richard L. CENTRAL INDEX KEY: 0001899959 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39994 FILM NUMBER: 22503690 MAIL ADDRESS: STREET 1: C/O FATHOM DIGITAL MANUFACTURING CORP STREET 2: 1050 WALNUT RIDGE DR. CITY: HARTLAND STATE: WI ZIP: HARTLAND 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 0001899959 Stump Richard L. C/O FATHOM DIGITAL MANUFACTURING CORP. 1050 WALNUT RIDGE DRIVE HARTLAND WI 53029 0 1 0 0 Chief Commercial Officer Class A Common Stock 77587 D Class A Common Stock 543106 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"). 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. Represents shares of Class A Common Stock underlying Restricted Stock Units ("RSUs") issued under the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan, as amended and/or 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 were issued to the Reporting Person pursuant to the Business Combination Agreement in exchange for unvested shares of phantom equity in Fathom. 77,587 of these RSUs are time-vesting, with half vesting on September 23, 2022 and half vesting on September 23, 2023, subject to continued service through the applicable vesting date. The remaining 465,519 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"), and (Continued from footnote 2) (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%. Exhibit 24 - Power of Attorney /s/Richard Stump, 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 14th day of December, 2021.

                                        /s/Richard L. Stump
                                        ----------------------
                                        Name:  Richard L. Stump