Sec Form 4 Filing - Altimar Sponsor II, LLC @ Fathom Digital Manufacturing - 2021-12-23

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Altimar Sponsor II, LLC 2. Issuer Name and Ticker or Trading Symbol Fathom Digital Manufacturing [ ATMR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O ALTIMAR ACQUISITION CORP. II, 40 WEST 57TH STREET, 33RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2021 (Street) NEW YORK, NY10019 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 Class A Common Stock 12/23/2021 M( 2 ) 8,450,000 A 5,915,000( 5 ) D( 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 Class B Ordinary Shares, par value $0.0001 ( 1 )( 2 ) 12/23/2021 M( 2 ) 8,450,000( 1 ) ( 1 ) ( 1 ) Class A Common Stock ( 1 )( 2 ) ( 1 )( 2 ) 0 D( 4 ) Private Placement Warrants $ 11.5 12/23/2021 A( 3 ) 9,900,000 ( 3 ) ( 3 ) Class A Common Stock 9,900,000 $ 1 9,900,000 D( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Altimar Sponsor II, LLC C/O ALTIMAR ACQUISITION CORP. II 40 WEST 57TH STREET, 33RD FLOOR NEW YORK, NY10019 See Remarks Signatures /s/ Faith Rosenfeld, as Chief Administrative Officer 12/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the registration statement on Form S-4 (File No. 333-259639) of Altimar Acquisition Corp. II (the "Issuer"), the shares of Class B ordinary shares of the Issuer (the "Class B Ordinary Shares") held by the reporting person will automatically convert into shares of Class C common stock of Fathom Digital Manufacturing Corporation, a Delaware corporation ("Fathom") in connection with the Business Combination, after which such shares will then automatically convert into Class A common stock of Fathom (the "Class A Common Stock") after which 2,535,000 shares of the Class A Common Stock will be forfeited by the reporting person, in each case, on a one-for-one basis. Following the consummation of the Business Combination, the reporting person holds 5,915,000 shares of Class A Common Stock. Of the 5,915,000 shares of Class A Common Stock held by the reporting person, 1,267,500 shares of Class A Common Stock are subject to vesting restrictions. See Footnote 5 below. ( 2 )On December 23, 2021, the Issuer consummated its initial business combination with Fathom Holdco, LLC, with Fathom as the surviving entity (the "Business Combination"). In connection with the Business Combination, each Class B Ordinary Share of the Issuer ultimately converted to one share of Class A Common Stock of Fathom. ( 3 )The Private Placement Warrants were purchased by Altimar Sponsor II, LLC on February 9, 2021 (such date, the "IPO Closing Date"). Each Private Placement Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share of Class A Common Stock, subject to certain adjustments. The Private Placement Warrants may be exercised only after February 9, 2022, the date that is twelve months following the IPO Closing Date, and expires five years after the completion of the Issuer's Business Combination or earlier upon redemption or liquidation. ( 4 )Altimar Sponsor II, LLC (the "Sponsor") is the sponsor entity of the Issuer. The Sponsor is controlled by HPS Investment Partners, LLC. ( 5 )Includes 1,267,500 shares of Class A Common Stock that constitute the Sponsor's earnout shares (the "Sponsor Earnout Shares"). The Sponsor's Earnout Shares are subject to certain vesting restrictions set forth in that certain Forfeiture and Support Agreement, dated as of July 15, 2021 and amended on November 16, 2021, by and among Issuer, Sponsor, Fathom Holdco, LLC and the other parties thereto.

Remarks: As a result of the Business Combination, the reporting person has ceased to beneficially own more than 10% of the outstanding common stock of the Issuer.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.