Marathon Asset Management Form 3 ATI Physical Therapy / Bruce J Richards ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MARATHON ASSET MANAGEMENT LP

(Last) (First) (Middle)

ONE BRYANT PARK

38TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2023

3. Issuer Name and Ticker or Trading Symbol
ATI Physical Therapy, Inc. [ ATIP ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	50,000	I	See Footnote(1)(8)
Series B Preferred Stock	41,725	I	See Footnote(2)(8)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series I Warrants (right to acquire)	(3)	(3)	Class A Common Stock	36,236	(3)	I	See Footnotes(3)(8)
Series II Warrants (right to acquire)	(4)	(4)	Class A Common Stock	33,448	(4)	I	See Footnotes(4)(8)
Convertible PIK Notes	(5)(6)(7)	(5)(6)(7)	Class A Common Stock	3,338,256(7)	(5)(6)(7)	I	See Footnotes(5)(6)(7)(8)

1. Name and Address of Reporting Person^*

MARATHON ASSET MANAGEMENT LP

(Last) (First) (Middle)

ONE BRYANT PARK

38TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marathon Asset Management GP, L.L.C.

(Last) (First) (Middle)

ONE BRYANT PARK

38TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MARATHON DISTRESSED CREDIT MASTER FUND

(Last) (First) (Middle)

ONE BRYANT PARK

38TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MCSP Sub, LLC

(Last) (First) (Middle)

ONE BRYANT PARK

38TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MARATHON STEPSTONE MASTER FUND LP

(Last) (First) (Middle)

ONE BRYANT PARK

38TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Richards Bruce J

(Last) (First) (Middle)

ONE BRYANT PARK

38TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hanover Louis

(Last) (First) (Middle)

ONE BRYANT PARK

38TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. Reflects shares of Series A Preferred Stock of the Issuer held by the Marathon Funds (as defined below).

2. Reflects shares of Series B Preferred Stock of the Issuer held by the Marathon Funds.

3. Reflects warrants to acquire shares of Class A Common Stock of the Issuer ("Common Stock") held by the Marathon Funds ("Series I Warrants"). The Series I Warrants may be exercised at any time prior to their expiration on February 24, 2027. The exercise price of the Series I Warrants is $150.00 per share.

4. Reflects warrants to acquire shares of Common Stock held by the Marathon Funds ("Series II Warrants"). The Series II Warrants may be exercised at any time prior to their expiration on February 24, 2027. The exercise price of the Series II Warrants is $0.50 per share.

5. Reflects senior second lien secured convertible PIK notes held by the Marathon Funds ("Notes"). The aggregate principal amount of the Notes is $41,728,214.61, and the Notes accrue interest at a rate of 8.00% per annum. Subject to earlier conversion in accordance with their terms, the Notes will become due and payable on August 24, 2028 (the "Maturity Date") in an amount equal to the principal amount of the Notes outstanding on such date (plus any accrued but unpaid interest thereon).

6. All or any portion of the Notes may be converted at the election of the Reporting Persons at any time prior to the close of business on the business day immediately preceding the Maturity Date into a number of shares of Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes being converted (together with the accrued but unpaid interest thereon) as of the applicable conversion date, by (b) a conversion price of $12.50, which such conversion price is subject to certain anti-dilution adjustments in accordance with their terms.

7. This number represents the number of shares of Common Stock issuable upon conversion of the Notes if the Reporting Persons elect to convert the Notes based on the principal amount of the Notes (as described in footnote (5) above) and the conversion price (as described in footnote (6) above).

8. Marathon Asset Management, L.P. ("Marathon"), as the investment manager of each of MAM PT, LLC ("MAM"), MCSP SUB LLC ("Empire"), Marathon Distressed Credit Master Fund ("MDCF") and Marathon Stepstone Master Fund LP ("StepStone" and, together with MAM, Empire, MDCF, the "Marathon Funds"), has the sole power to vote and direct the disposition of all the reported securities held by the Marathon Funds. Accordingly, Marathon may be deemed to beneficially own such reported securities. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. and, thus, may be deemed to beneficially own the reported securities held by the Marathon Funds. This report is not an admission that any Reporting Person beneficially owns the reported securities. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:

Exhibit 99 - Joint Filer Statement

	Marathon Asset Management, L.P., by: /s/ Jamie Raboy, Authorized Signatory	06/26/2023
	Marathon Asset Management, GP, L.L.C., by: /s/ Jamie Raboy, Authorized Signatory	06/26/2023
	Marathon Distressed Credit Master Fund, by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory	06/26/2023
	MCSP Sub LLC., by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory	06/26/2023
	Marathon StepStone Master Fund LP, by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory	06/26/2023
	/s/ Bruce Richards	06/26/2023
	/s/ Louis Hanover	06/26/2023
	** Signature of Reporting Person	Date
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