Sec Form 4 Filing - THL AGILITI LLC @ AGILITI, INC. \DE - 2024-05-07

Insider filing report for Changes in Beneficial Ownership
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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
THL AGILITI LLC
2. Issuer Name and Ticker or Trading Symbol
AGILITI, INC. \DE [ AGTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THOMAS H. LEE PARTNERS, L.P., 100 FEDERAL STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/07/2024
(Street)
BOSTON, MA02110
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, par value $0.0001 per share 05/07/2024 D( 1 ) 98,195,398 D 0 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THL AGILITI LLC
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET
BOSTON, MA02110
X X
THOMAS H. LEE ADVISORS, LLC
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET
BOSTON, MA02110
X X
Thomas H. Lee Equity Fund VIII, L.P.
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET
BOSTON, MA02110
X X
Thomas H. Lee Parallel Fund VIII, L.P.
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET
BOSTON, MA02110
X X
THL Executive Fund VIII, L.P.
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET
BOSTON, MA02110
X X
THL FUND VIII COINVESTMENT PARTNERS, L.P.
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET
BOSTON, MA02110
X X
THL EQUITY ADVISORS VIII, LLC
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET
BOSTON, MA02110
X X
THOMAS H LEE PARTNERS LP
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET
BOSTON, MA02110
X X
THL HOLDCO, LLC
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET
BOSTON, MA02110
X X
THL MANAGERS VIII, LLC
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET
BOSTON, MA02110
X X
Signatures
THL AGILITI LLC By: /s/ Joshua M. Nelson Name: Joshua M. Nelson Title: Authorized Signatory 05/07/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )See Exhibit 99.1 for text of Footnote 1.
( 2 )See Exhibit 99.1 for text of Footnote 2.
( 3 )See Exhibit 99.1 for text of Footnote 3.
( 4 )See Exhibit 99.1 for text of Footnote 4.

Remarks:
Each of the Reporting Persons may be deemed a director by deputization as a result of Scott M. Sperling, the Co-Chief Executive Officer of Thomas H. Lee Partners, L.P ("THL") and co-chair of THL's Management Committee, and a member of the management committee of FS Sponsor LLC, and Michael A. Bell, a Managing Director of THL, and Joshua M. Nelson, a Managing Director of THL and a member of THL's Management Committee and a member of the management committee of FS Sponsor LLC and Megan M. Preiner, a Managing Director at THL, serving on the board of directors of the Issuer. Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the first of two Form 4s. The Form 4 has been divided into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, THL Agiliti LLC.

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