Sec Form 4 Filing - Harley Joshua @ Fathom Holdings Inc. - 2023-12-29

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 Harley Joshua 2. Issuer Name and Ticker or Trading Symbol Fathom Holdings Inc. [ FTHM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FATHOM HOLDINGS INC., 2000 REGENCY PARKWAY DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2023 (Street) CARY, NC27518 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 12/29/2023 Z V 10,346 ( 1 ) A $ 0 2,073,378 I ( 2 ) See Footnote (2) Common Stock 2,329,383 D ( 3 )

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 Harley Joshua C/O FATHOM HOLDINGS INC. 2000 REGENCY PARKWAY DRIVE, SUITE 300 CARY, NC27518 X Signatures /s/ Donald R. Reynolds, by Power of Attorney 01/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents deposit by an immediate family member into a voting trust for which Mr. Harley serves as a trustee. ( 2 )Includes an aggregate of 1,710,346 shares held by three trusts for which Mr. Harley serves as a trustee. Includes 363,032 shares held in a trust where an immediate family member serves as trustee. ( 3 )Of these shares, 9,558 shares are restricted and vest in full on July 2, 2024, 4,426 shares are restricted and vest in full on July 1, 2024, 18,466 shares are restricted and vest in full on November 30, 2024, 29,616 shares are restricted and vest in full on July 2, 2024, 31,888 shares are restricted and vest in full on December 14, 2023, 47,170 shares that vested in full on December 14, 2023, 58,140 shares are restricted and vest in full on July 2, 2024, and 58,824 shares are restricted and vest in full on August 30, 2024. Of these shares, 225,000 are restricted units and vest in full on September 10, 2024.

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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