Sec Form 4 Filing - MCCABE MATTHEW E. @ AGILITI, INC. \DE - 2021-04-27

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MCCABE MATTHEW E. 2. Issuer Name and Ticker or Trading Symbol AGILITI, INC. \DE [ AGTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP of Finance & Treasurer (Last) (First) (Middle) C/O AGILITI, INC., 6625 WEST 78TH STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 04/27/2021 (Street) MINNEAPOLIS, MN55439 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Common Stock, $0.0001 par value 04/27/2021 P( 1 ) 750 A $ 14 30,408 D Common Stock, $0.0001 par value ( 2 ) 04/27/2021 A 3,214 A $ 0 33,622 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Options (Right to Buy) $ 14 04/27/2021 A 9,643 ( 3 ) 04/27/2031 Common Stock, $0.0001 par value 9,643 $ 0 9,643 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCCABE MATTHEW E. C/O AGILITI, INC. 6625 WEST 78TH STREET, SUITE 300 MINNEAPOLIS, MN55439 VP of Finance & Treasurer Signatures /s/ Lee M. Neumann, by power of attorney 04/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The purchase reported in this Form 4 was effected pursuant to a directed share program held by the issuer in connection with its initial public offering. ( 2 )In connection with the issuer's initial public offering, the reporting person received 3,214 restricted share units ("RSUs") under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan. The RSUs vest ratably on each of March 6, 2022, March 6, 2023 and March 6, 2024, subject to the reporting person remaining in continuous employment with the issuer on the vesting date. ( 3 )In connection with the issuer's initial public offering, the reporting person received 9,643 options under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan. The options vest ratably on each of March 6, 2022, March 6, 2023 and March 6, 2024, subject to the reporting person remaining in continuous employment with the issuer on the vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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