Sec Form 4/A Filing - Parisi James E. @ ATI Physical Therapy, Inc. - 2022-08-15

FORM 4/A 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 Parisi James E. 2. Issuer Name and Ticker or Trading Symbol ATI Physical Therapy, Inc. [ ATIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ATI PHYSICAL THERAPY, 790 REMINGTON BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2022 (Street) BOLINGBROOK, IL60440 4. If Amendment, Date Original Filed (MM/DD/YY) 08/17/2022 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 Class A Common Stock 08/15/2022 P 26,000 A $ 0.97 69,356 ( 1 ) D Class A Common Stock 08/17/2022 P 26,000 A $ 0.96 95,356 ( 1 ) D Class A Common Stock 7,791 ( 2 ) 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 Stock Option (right to buy) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock ( 3 ) 1,630 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Parisi James E. C/O ATI PHYSICAL THERAPY 790 REMINGTON BOULEVARD BOLINGBROOK, IL60440 X Signatures /s/Erik Kantz as Attorney-in-Fact for Reporting Person 02/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Form 4 filed on August 17, 2022 and on August 19, 2022 incorrectly referenced code "A"; the correct code is "P". The total beneficial ownership reflected on the Form 4 filed on August 19, 2022 is being amended to correct an administrative error. ( 2 )As of June 14, 2023, the issuer effected a reverse stock split (the "Reverse Split") of its Class A Common Stock at a ratio of 1-for-50, resulting in every 50 shares owned by the reporting person to be combined into one share of Class A Common Stock. Represents aggregate beneficial ownership following the Reverse Split of Issuer's Class A Common Stock as of February 23, 2024. ( 3 )Represents the aggregate amount of all options previously granted as reflected on Form 4 filed November 26, 2021 and March 9, 2022 (together, the "Option Form 4 Filings"). The options have been adjusted to reflect the Reverse Split. 899 of the options remain unvested, and vest pursuant to the schedules set-forth in the Option Form 4 Filings.

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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