false 0001815849 0001815849 2021-12-01 2021-12-01 0001815849 us-gaap:CommonClassAMember 2021-12-01 2021-12-01 0001815849 us-gaap:WarrantMember 2021-12-01 2021-12-01





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported): December 1, 2021




(Exact name of registrant as specified in its charter)




Delaware   001-39439   85-1408039
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


790 Remington Boulevard

Bolingbrook, Illinois

(Address of principal executive offices)   (Zip Code)

(630) 296-2223

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class




Name of Each Exchange
on Which Registered

Class A Common Stock, $0.0001 par value   ATIP   New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   ATIP WS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 1, 2021, the Board of Directors (the “Board”) of ATI Physical Therapy, Inc. (the “Company”) elected Teresa Sparks to serve on the Company’s Board and Audit Committee effective December 1, 2021.

From October 2018 to August 2020, Ms. Sparks served as Chief Financial Officer (“CFO”) and Executive Vice President of Envision Healthcare, a leading provider of physician-led services and post-acute care services in addition to ambulatory surgery services. Previously, from March 2018 to September 2018, she was the interim CFO at Brookdale Senior Living, and, prior to that, was the CFO at Surgery Partners and its predecessor company, Symbion, Inc., from November 2014 to January 2018. Ms. Sparks currently serves on the board of directors of Harrow Health, Inc., a publicly traded ophthalmic-focused healthcare company, where she is chair of the audit committee and a member of the nominating and governance and compensation committees. Ms. Sparks also serves on the board of directors and as chair of the audit committee of several other private companies. Ms. Sparks received a bachelor’s degree in Business Administration and Accounting, graduating Summa Cum Laude from Trevecca Nazarene University.

There are no arrangements or understandings between Ms. Sparks and any other persons pursuant to which she was elected as a director. There are no transactions and no proposed transactions between Ms. Sparks and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Sparks will receive the standard annual cash compensation for non-employee directors of the Company, including retainer fees for Board and Audit Committee service. In addition, she will receive a $100,000 annual grant, composed of 50% restricted stock units which vest on the one year anniversary of Ms. Sparks’ appointment and 50% stock options which vest ratably over three years. In connection with her appointment, Ms. Sparks will enter into a standard indemnification agreement with the Company.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: December 7, 2021     ATI Physical Therapy, Inc.

/s/ Joseph Jordan

    Name:   Joseph Jordan
    Title:   Chief Financial Officer
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