Amended Statement of Ownership (sc 13g/a)
January 31 2022 - 04:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ATI Physical Therapy, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par
value
(Title of Class of Securities)
00216W109
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
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The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
(Continued on the Following Pages)
(Page 1 of 7 Pages)
Page 2 of 7
CUSIP No. 00216W109
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1. |
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NAMES OF REPORTING PERSONS
LINDEN CAPITAL L.P.
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5. |
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SOLE VOTING POWER
0
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6. |
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SHARED VOTING POWER
0
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7. |
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SOLE DISPOSITIVE POWER
0
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8. |
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SHARED DISPOSITIVE POWER
0
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12. |
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TYPE OF REPORTING PERSON
PN
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Page 3 of 7
CUSIP No. 00216W109
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
LINDEN GP LLC
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5. |
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SOLE VOTING POWER
0
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6. |
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SHARED VOTING POWER
0
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7. |
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SOLE DISPOSITIVE POWER
0
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8. |
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SHARED DISPOSITIVE POWER
0
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12. |
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TYPE OF REPORTING PERSON
HC
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Page 4 of 7
CUSIP No. 00216W109
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
LINDEN ADVISORS LP
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5. |
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SOLE VOTING POWER
0
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6. |
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SHARED VOTING POWER
0
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7. |
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SOLE DISPOSITIVE POWER
0
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8. |
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SHARED DISPOSITIVE POWER
0
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12. |
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TYPE OF REPORTING PERSON
IA, PN
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Page 5 of 7
CUSIP No. 00216W109
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
SIU MIN WONG
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
China (Hong Kong) and USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. |
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SOLE VOTING POWER
0
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6. |
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SHARED VOTING POWER
0
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7. |
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SOLE DISPOSITIVE POWER
0
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8. |
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SHARED DISPOSITIVE POWER
0
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12. |
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TYPE OF REPORTING PERSON
IN, HC
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Page 6 of 7
This Amendment No. 1 (“Amendment No. 1”) is filed
pursuant to Rule 13d-2(b)
promulgated under the Securities Exchange Act of 1934, as amended,
with respect to the Class A Common Stock, $0.0001 par value
(the “Shares”), of ATI Physical Therapy, Inc. (formerly named
“Fortress Value Acquisition Corp. II”) (the “Issuer”) beneficially
owned by the Reporting Persons specified herein as of
December 31, 2021, and amends and supplements the Schedule 13G
filed May 27, 2021 (the “Schedule 13G”). Except as set forth
herein, the Schedule 13G is unmodified.
The names of the persons filing this statement on Amendment
No. 1 are: Linden Capital L.P., a Bermuda limited partnership
(“Linden Capital”), Linden Advisors LP, a Delaware limited
partnership (“Linden Advisors”), Linden GP LLC, a Delaware limited
liability company (“Linden GP”), and Mr. Siu Min (Joe) Wong
(“Mr. Wong,” and collectively, the “Reporting Persons”).
As of December 31, 2021, the Reporting Persons have ceased to
be the beneficial owner of more than five percent of the
outstanding Shares.
Item 5. |
Ownership of Five Percent or Less of a
Class:
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If this statement is being filed to report the fact that as of the
date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
By signing below, the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under Sec.
240.14a-11.
Page 7 of 7
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information with
respect to it set forth in this statement is true, complete, and
correct.
Dated: January 31, 2022
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LINDEN CAPITAL L.P. |
By: Linden GP LLC, its general
partner |
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By: |
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/S/ Saul Ahn
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Saul Ahn, |
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Authorized Signatory |
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LINDEN GP LLC |
By: |
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/S/ Saul Ahn
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Saul Ahn, |
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Authorized Signatory |
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LINDEN ADVISORS LP |
By: |
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/S/ Saul Ahn
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Saul Ahn, |
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General Counsel |
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SIU MIN WONG |
By: |
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/S/ Saul Ahn
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Saul Ahn, Attorney-in-Fact for Siu Min
Wong** |
** |
Duly authorized under Siu Min Wong’s Power of
Attorney, dated June 10, 2019, incorporated herein by
reference to Exhibit B of the statement on Schedule 13G filed by
Linden Capital L.P. on June 19, 2019 in respect of its
holdings in Haymaker Acquisition Corp II.
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