Nardelli Robert L Form 4 Fathom Digital Manufacturing / ROBERT L NARDELLI ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NARDELLI ROBERT L

(Last) (First) (Middle)

C/O FATHOM DIGITAL MANUFACTURING CORP.

1050 WALNUT RIDGE DRIVE

(Street)

HARTLAND WI 53029

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fathom Digital Manufacturing Corp [ FATH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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(1)	05/04/2023		A		117,514(3)	A	(1)	218,777	D
Class A Common Stock(2)	05/04/2023		A		152,174(3)	A	(2)	370,951	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents shares of Class A Common Stock underlying Restricted Stock Units ("RSUs") issued under the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan, as amended and/or restated from time to time (the "Incentive Plan"). Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. These RSUs vest on the earlier of (i) the first anniversary of the grant date, and (ii) the day before Issuer's 2024 annual meeting of stockholders, subject to the Reporting Person remaining in service as a member of the Issuer's Board of Directors (the "Board") through such vesting date.

2. Represents shares of Class A Common Stock underlying RSUs issued under the Incentive Plan to the Reporting Person in lieu of cash retainer fees payable for service on the Issuer's Board and any committees thereof. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. These RSUs vest on the first anniversary of the grant date.

3. This transaction is being reported late due to inadvertent administrative error.

Remarks:

	/s/Robert Nardelli, by James R. Brown as Attorney-in-Fact	05/11/2023
	** Signature of Reporting Person	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).
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.