Matthew Neale Form 3 AGILITI / MATTHEW NEALE 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^*

NEALE MATTHEW

(Last) (First) (Middle)

C/O AGILITI, INC.

11095 VIKING DRIVE, SUITE 300

(Street)

EDEN PRAIRIE MN 55344

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2023

3. Issuer Name and Ticker or Trading Symbol
AGILITI, INC. \DE [ AGTI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Information Officer

5. 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 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)
Common Stock, $0.0001 par value	8,491	D
Common Stock, $0.0001 par value	15	I	By son
Common Stock, $0.0001 par value	15	I	By daughter

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
Options (Right to Buy)	(1)	07/06/2031	Common Stock, $0.0001 par value	7,520	21.61	D
Options (Right to Buy)	(2)	03/03/2032	Common Stock, $0.0001 par value	8,808	18.45	D
Options (Right to Buy)	(3)	03/10/2033	Common Stock, $0.0001 par value	11,103	14.83	D

Explanation of Responses:

1. The reporting person received 7,520 options under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on July 6, 2021. The options vest ratably on each of July 6, 2022, July 6, 2023 and July 6, 2024, subject to the reporting person remaining in continuous employment with the issuer on the vesting date.

2. The reporting person received 8,808 options under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on March 3, 2022. The options vest ratably on each of March 6, 2023, March 6, 2024 and March 6, 2025, subject to the reporting person remaining in continuous employment with the issuer on the vesting date.

3. The reporting person received 11,103 options under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on March 10, 2023. The options vest ratably on each of March 10, 2024, March 10, 2025 and March 10, 2026, subject to the reporting person remaining in continuous employment with the issuer on the vesting date.

	/s/ Lee M. Neumann, by power of attorney	05/12/2023
	** 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 5 (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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