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SCHEDULE 13D

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CUSIP No.:  00216W109

CUSIP No.:  00216W109

CUSIP No.:  00216W109

CUSIP No.:  00216W109

CUSIP No.:  00216W109

  

CUSIP No.:  00216W109

CUSIP No.:  00216W109

Item 1. Security and Issuer.

Item 1 is hereby amended and restated as follows:

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 23, 2021 (the “Original Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule 13D”) by the Reporting Persons (as defined below), and relates to the Class A Common Stock, par value $0.0001 per share (“Common Stock”), of ATI Physical Therapy, Inc. (formerly known as Fortress Value Acquisition Corp. II (“FAII”)), a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 790 Remington Boulevard, Bolingbrook, Illinois 60440. Unless the context otherwise requires, in this Amendment, the “Issuer” refers to FAII prior to the closing of the Business Combination and to the combined company and its subsidiaries following the closing of the Business Combination. In addition, disclosure Items set forth in the Original Schedule 13D shall remain in effect except to the extent expressly amended hereby. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.

Item 2. Identity and Background.

Item 2(a) is hereby amended and restated as follows:

(a)

Sponsor, Cayman GP, Hybrid GP, FIG LLC, FOE I, FIG Corp. and Fortress are collectively referred to herein as the “Reporting Persons.”

Item 3 is hereby amended and supplemented by the following:

The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented by the following:

Pursuant to the Parent Sponsor Letter Agreement, dated as of February 21, 2021 (the “Sponsor Letter Agreement”), by and among FAII, Sponsor and certain other former holders of Class F common stock, par value $0.0001 per share, of FAII, Sponsor agreed to, among other things, certain restrictions on its Warrants following the closing of the Business Combination. In accordance with the Sponsor Letter Agreement, the Warrants are not exercisable until, among other restrictions, the date that is 12 months after the closing of FAII’s initial public offering, which date is August 14, 2021, provided that a current prospectus relating to the Warrants is available. The Issuer filed a current prospectus on Form 424B3 relating to the Warrants (the “Prospectus”) with the SEC on July 30, 2021. Therefore, on July 30, 2021, the Warrants became exercisable within 60 days, and pursuant to Rule 13d-3(d)(1) of the Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons acquired beneficial ownership of the Common Stock underlying the Warrants on such date.

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated as follows:

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) and (b)

All percentages of Common Stock outstanding contained herein are based on 207,282,536 shares of Common Stock outstanding, as of July 27, 2021, as disclosed in the Prospectus, as adjusted pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act to include the 2,966,666 shares of Common Stock issuable upon the exercise of the Warrants.

The beneficial ownership of an aggregate of 18,991,666 shares of Common Stock reported herein, as described in Item 2 herein, includes: (i) 7,500,000 shares of Common Stock; (ii) 8,525,000 shares of Common Stock that are unvested and subject to certain vesting and forfeiture provisions set forth in the Sponsor Letter Agreement; and (iii) 2,966,666 shares of Common Stock issuable upon the exercise of 2,966,666 Warrants held directly by Sponsor.

(c)          Other than as disclosed in Item 4, the Reporting Persons have not engaged in any transaction involving shares of Common Stock since the filing of the Original Schedule 13D.

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

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