FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Chafey Diana 2. Issuer Name and Ticker or Trading Symbol ATI Physical Therapy, Inc. [ ATIP ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)         (First)         (Middle)
C/O ATI PHYSICAL THERAPY, INC., 790 REMINGTON BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)
11/23/2021
(Street)
BOLINGBROOK, IL 60440
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A common stock  11/23/2021    A    77935  A $0.00  77935 (1) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)  $3.42  11/23/2021    A     69904       (2) 11/23/2031  Class A common stock  69904  $0.00  69904  D   

Explanation of Responses:
(1)  Represents (a) 41,385 shares of restricted Class A common stock of the Issuer, and (b) 36,550 restricted stock units, each to receive one share of the Issuer's Class A common stock. The restricted Class A common stock vests quarterly in twelve substantially equal installments commencing on the quarterly anniversaries of June 16, 2021, and the restricted stock units vest in three substantially equal installments on each of the first three anniversaries of June 16, 2021, each subject to the Reporting Person's continued service through each vesting date.
(2)  One-third of the Stock Options vest on each of the first three anniversaries of June 16, 2021, each subject to the Reporting Person's continued service through the applicable vesting date.

Remarks:
Chief Legal Officer and Corporate Secretary

See Exhibit 24.1 - Power of Attorney, incorporated herein by reference

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Chafey Diana
C/O ATI PHYSICAL THERAPY, INC.
790 REMINGTON BOULEVARD
BOLINGBROOK, IL 60440


See Remarks

Signatures
/s/ Erik Kantz, as Attorney-In-Fact for Reporting Person. 11/26/2021
**Signature of Reporting Person Date
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