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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

118,662,259

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

118,662,259

Accession Number:: 0001193125-21-342356
Form Type:: 13D Filing
Publication Date:: 2021-11-28 19:00:00

Filed By:: Advent International Corp/ma
Company:: Ati Physical Therapy Inc.
Filing Date:: 2021-11-29
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
ADVENT INTERNATIONAL CORPORATION	118,662,259	118,662,259	118,662,259	57.2%
ADVENT INTERNATIONAL GPE VII	115,830,656	115,830,656	115,830,656	55.9%
WILCO ACQUISITION	2,831,603	2,831,603	2,831,603	1.4%
WILCO GP, INC	2,831,603	2,831,603	2,831,603	1.4%
ADVENT INTERNATIONAL GPE VII LIMITED PARTNERSHIP	11,324,692	11,324,692	11,324,692	5.5%
ADVENT INTERNATIONAL GPE VII-B LIMITED PARTNERSHIP	30,970,377	30,970,377	30,970,377	14.9%
ADVENT INTERNATIONAL GPE VII-C LIMITED PARTNERSHIP	9,845,475	9,845,475	9,845,475	4.7%
ADVENT INTERNATIONAL GPE VII-D LIMITED PARTNERSHIP	6,777,137	6,777,137	6,777,137	3.3%
ADVENT INTERNATIONAL GPE VII-F LIMITED PARTNERSHIP	2,873,508	2,873,508	2,873,508	1.4%
ADVENT INTERNATIONAL GPE VII-G LIMITED PARTNERSHIP	2,873,508	2,873,508	2,873,508	1.4%
GPE VII GP S.A.R.L	64,664,697	64,664,697	64,664,697	31.2%
ADVENT INTERNATIONAL GPE VII-A LIMITED PARTNERSHIP	10,481,756	10,481,756	10,481,756	5.1%
ADVENT INTERNATIONAL GPE VII-E LIMITED PARTNERSHIP	22,316,207	22,316,207	22,316,207	10.8%
ADVENT INTERNATIONAL GPE VII-H LIMITED PARTNERSHIP	1,743,883	1,743,883	1,743,883	0.8%
GPE VII GP LIMITED PARTNERSHIP	34,541,846	34,541,846	34,541,846	16.7%
ADVENT PARTNERS GPE VII	65,045	65,045	65,045	Less than 0.1%
ADVENT PARTNERS GPE VII	155,782	155,782	155,782	0.1%
ADVENT PARTNERS GPE VII 151 A	179,333	179,333	179,333	0.1%
ADVENT PARTNERS GPE VII 150 A	109,903	109,903	109,903	0.1%
ADVENT PARTNERS GPE VII CAYMAN LIMITED PARTNERSHIP	806,132	806,132	806,132	0.4%
ADVENT PARTNERS GPE VII - B CAYMAN LIMITED PARTNERSHIP	1,063,662	1,063,662	1,063,662	0.5%
ADVENT PARTNERS GPE VII LIMITED PARTNERSHIP	45,266	45,266	45,266	Less than 0.1%
ADVENT PARTNERS GPE VII - A CAYMAN LIMITED PARTNERSHIP	212,875	212,875	212,875	0.1%
ADVENT PARTNERS GPE VII - A LIMITED PARTNERSHIP	107,151	107,151	107,151	0.1%
GPE VII ATI CO-INVESTMENT (DELAWARE) LIMITED PARTNERSHIP	13,878,964	13,878,964	13,878,964	6.7%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Amendment No. 1

Under the Securities Exchange Act of 1934

ATI PHYSICAL THERAPY, INC.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

00216W109

(CUSIP Number)

Copy to:

James Westra

General Counsel and Managing Partner

Advent International Corporation

Prudential Tower

800 Boylston Street

Boston, MA 02199-8069

November 24, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL CORPORATION
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VII, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS WILCO ACQUISITION, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS WILCO GP, INC.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VII LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VII-B LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VII-C LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VII-D LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VII-F LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VII-G LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS GPE VII GP S.A.R.L.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION LUXEMBOURG

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VII-A LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VII-E LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT INTERNATIONAL GPE VII-H LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS GPE VII GP LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VII 2014 LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VII 2014 CAYMAN LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VIIA 2014 LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VII A 2014 CAYMAN LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VII CAYMAN LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VII - B CAYMAN LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VII LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VII - A CAYMAN LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS ADVENT PARTNERS GPE VII - A LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.


CUSIP No. 00216W109		13D


1		NAMES OF REPORTING PERSONS GPE VII ATI CO-INVESTMENT (DELAWARE) LIMITED PARTNERSHIP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

*	Calculation based on 207,282,536 shares of Class A Common Stock of the Issuer outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 17, 2021.

This Amendment No. 1 (Amendment No. 1) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on June 29, 2021 (as amended from time to time, the Schedule 13D). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedule 13D.

Item 1.

Security and Issuer

This Statement on Schedule 13D relates to the Class A Common Stock, $0.0001 par value per share (the Common Stock), of ATI Physical Therapy, Inc. (the Issuer or the Company). The address of the principal executive offices of the Issuer is 790 Remington Boulevard, Bolingbrook, Illinois 60440.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is supplemented as follows:

This Statement is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the Exchange Act), by the following entities (collectively, the Reporting Persons and each individually a Reporting Person):

Advent International Corporation (Advent), a Delaware Corporation;

Advent International GPE VII, LLC (Advent Top GP), a Delaware limited liability company;

Wilco Acquisition, LP, a Delaware limited partnership (Wilco Acquisition);

Wilco GP, Inc., a Delaware corporation (Wilco GP);

Advent International GPE VII Limited Partnership, a limited partnership organized under the laws of Luxembourg;

Advent International GPE VII-B Limited Partnership, a limited partnership organized under the laws of Luxembourg;

Advent International GPE VII-C Limited Partnership, a limited partnership organized under the laws of Luxembourg;

Advent International GPE VII-D Limited Partnership, a limited partnership organized under the laws of Luxembourg;

Advent International GPE VII-F Limited Partnership, a limited partnership organized under the laws of Luxembourg;

10.

Advent International GPE VII-G Limited Partnership, a limited partnership organized under the laws of Luxembourg;

11.

GPE VII GP S.a.r.l. (Advent GP Luxembourg), a corporation organized under the laws of Luxembourg;

12.

Advent International GPE VII-A Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

13.

Advent International GPE VII-E Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

14.

Advent International GPE VII-H Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

15.

GPE VII GP Limited Partnership (Advent GP Cayman), a limited partnership organized under the laws of the Cayman Islands;

16.

Advent Partners GPE VII 2014 Limited Partnership, a Delaware limited partnership;

17.

Advent Partners GPE VII 2014 Cayman Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

18.

Advent Partners GPE VII - A 2014 Limited Partnership, a Delaware limited partnership;

19.

Advent Partners GPE VII - A 2014 Cayman Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

20.

Advent Partners GPE VII Cayman Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

21.

Advent Partners GPE VII - B Cayman Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

22.

Advent Partners GPE VII Limited Partnership, a Delaware limited partnership;

23.

Advent Partners GPE VII - A Cayman Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

24.

Advent Partners GPE VII - A Limited Partnership, a Delaware limited partnership;

25.

GPE VII ATI Co-Investment (Delaware) Limited Partnership (Advent Co-Invest Fund), a Delaware limited partnership;

The entities listed in subparagraphs (5) through (10) above are herein collectively referred to as Advent Luxembourg Funds. The entities listed in subparagraphs (12) through (14) above are herein collectively referred to as Advent Cayman Funds. The entities listed in subparagraphs (16) through (24) above are herein collectively referred to as Advent AP Funds, and together with the Advent Luxembourg Funds, the Advent Cayman Funds and Advent Co-Invest Fund, the Advent Funds.

Wilco GP, an affiliate of Advent, is the General Partner of Wilco Acquisition. Advent is the manager of Advent Top GP, which in turn is the General Partner of each of Advent GP Cayman, the Advent AP Funds, and the Advent Co-Invest Fund. Advent Top GP is also the manager of Advent GP Luxembourg, which is the General Partner of each of the Advent Luxembourg Funds. Advent GP Cayman is the General Partner of each of the Advent Cayman Funds.

The address of the principal business and the principal office of the Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer (including a director and officer who may be a controlling person) of Advent is set forth on Schedule A to this Statement.

During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. A joint filing agreement among the Reporting Persons is attached as Exhibit 1 to this Statement and incorporated herein by reference.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is supplemented as follows:

On November 24, 2021, Wilco Acquisition distributed 127,468,397 shares of Common Stock, pro rata and in-kind to its partners, for no consideration (the Distribution). In connection with the Distribution, the Advent Funds received the shares set forth in Item 5 below.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is supplemented as follows:

The information set forth or incorporated by reference in Items 2 and 6 of this Statement is incorporated by reference in this Item 5.

(a) and (b) The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D, as of November 24, 2021, are incorporated herein by reference. As of November 24, 2021, the Reporting Persons beneficially owned in the aggregate 118,662,259 shares of Common Stock, which represents approximately 57.2% of the outstanding shares.

The following table sets forth the aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person as of November 24, 2021, after giving effect to the Distribution described in Item 4 of this Amendment No. 1, calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act). The percentage of Common Stock owned was calculated based on 207,282,536 shares of Common Stock outstanding as of November 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2021.


Reporting Person	Number of Shares Beneficially Owned		Percentage of Common Stock
Advent International Corporation (1)(2)		118,662,259		57.2	%
Advent International GPE VII, LLC (1)		115,830,656		55.9	%
Wilco Acquisition, LP		2,831,603		1.4	%
Wilco GP, Inc. (2)		2,831,603		1.4	%
GPE VII GP S.a.r.l (3)		64,664,697		31.2	%
GPE VII GP Limited Partnership (4)		34,541,846		16.7	%
Advent International GPE VII Limited Partnership		11,324,692		5.5	%
Advent International GPE VII-B Limited Partnership		30,970,377		14.9	%
Advent International GPE VII-C Limited Partnership		9,845,475		4.7	%
Advent International GPE VII-D Limited Partnership		6,777,137		3.3	%
Advent International GPE VII-F Limited Partnership		2,873,508		1.4	%
Advent International GPE VII-G Limited Partnership		2,873,508		1.4	%
Advent International GPE VII-A Limited Partnership		10,481,756		5.1	%
Advent International GPE VII-E Limited Partnership		22,316,207		10.8	%
Advent International GPE VII-H Limited Partnership		1,743,883		0.8	%
Advent Partners GPE VII 2014 Limited Partnership		65,045		Less than 0.1	%
Advent Partners GPE VII 2014 Cayman Limited Partnership		155,782		0.1	%
Advent Partners GPE VII A 2014 Limited Partnership		179,333		0.1	%
Advent Partners GPE VII A 2014 Cayman Limited Partnership		109,903		0.1	%
Advent Partners GPE VII Cayman Limited Partnership		806,132		0.4	%
Advent Partners GPE VII B Cayman Limited Partnership		1,063,662		0.5	%
Advent Partners GPE VII Limited Partnership		45,266		Less than 0.1	%
Advent Partners GPE VII A Cayman Limited Partnership		212,875		0.1	%
Advent Partners GPE VII A Limited Partnership		107,151		0.1	%
GPE VII ATI Co-Investment (Delaware) Limited Partnership		13,878,964		6.7	%

(1)

Advent Top GP, as the manager of Advent GP Luxembourg and the general partner of each of Advent GP Cayman, the Advent Partners Funds and Advent Co-Invest Fund, and Advent, as the manager of Advent Top GP, may each be deemed to beneficially own the 115,830,656 shares of Common Stock held directly by the Advent Funds.

(2)	Wilco GP, as the general partner of Wilco Acquisition, and Advent, an affiliate of Wilco GP, may each be deemed to beneficially own the 2,831,603 shares of Common Stock held directly by Wilco Acquisition.

(3)	Advent GP Luxembourg, as the general partner of each of the Advent Luxembourg Funds, may be deemed to beneficially own the 64,664,697 shares of Common Stock held directly by the Advent Luxembourg Funds.

(4)	Advent GP Cayman, as the general partner of each of the Advent Cayman Funds, may be deemed to beneficially own the 34,541,846 shares of Common Stock held directly by the Advent Cayman Funds.

The foregoing excludes the contingent right by Wilco Acquisition to receive up to 15,000,000 Earnout Shares (as defined and described in Item 6 of this Statement).

As a result of the Transaction Agreements (as defined and described in Item 6 of this Statement), the Reporting Persons may be deemed to constitute a group within the meaning of Section 13(d)(3) of Exchange Act. This Schedule 13D shall not be construed as an admission by the Reporting Persons that the Reporting Persons are, for the purposes of Section 13(d) of the Exchange Act, the beneficial owners of any shares of Common Stock covered by the Transaction Agreements.

(c) Except pursuant to the Distribution, none of the Reporting Persons effected transactions in Common Stock during the past 60 days. To the Reporting Persons knowledge, none of the individuals listed on Schedule A to this Statement effected transactions in Common Stock during the past 60 days.

(d) Under certain circumstances, partners, members or shareholders of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

(e) Inapplicable.

Item 7.

Material to Be Filed as Exhibits


Exhibit No.		Description

1		Joint Filing Agreement, dated as of November 29, 2021, by and among the Reporting Persons (filed herewith).

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.


Date: November 29, 2021		ADVENT INTERNATIONAL CORPORATION

		/s/ Neil Crawford
		Name: Neil Crawford
		Title: Director, Fund Administration

Date: November 29, 2021		WILCO ACQUISITION, LP
		By: WILCO GP, INC., GENERAL PARTNER

		/s/ John Maldonado
		Name: John Maldonado
		Title: President

Date: November 29, 2021		WILCO GP, INC.

		/s/ John Maldonado
		Name: John Maldonado
		Title: President

Date: November 29, 2021		ADVENT INTERNATIONAL GPE VII LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VII-B LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VII-C LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VII-D LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VII-F LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VII-G LIMITED PARTNERSHIP
		By: GPE VII GP S.A.R.L., GENERAL PARTNER
		By: ADVENT INTERNATIONAL GPE VII, LLC, MANAGER and

		/s/ Justin Nuccio
		Name: Justin Nuccio
		Title: Manager

		By: ADVENT INTERNATIONAL CORPORATION, MANAGER

		/s/ Neil Crawford
		Name: Neil Crawford
		Title: Director, Fund Administration


Date: November 29, 2021		ADVENT INTERNATIONAL GPE VII-A LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VII-E LIMITED PARTNERSHIP
		ADVENT INTERNATIONAL GPE VII-H LIMITED PARTNERSHIP

		By: GPE VII GP LIMITED PARTNERSHIP, GENERAL PARTNER
		By: ADVENT INTERNATIONAL GPE VII, LLC, GENERAL PARTNER
		By: ADVENT INTERNATIONAL CORPORATION, MANAGER

		/s/ Neil Crawford
		Name: Neil Crawford
		Title: Director, Fund Administration

Date: November 29, 2021		ADVENT PARTNERS GPE VII 2014 LIMITED PARTNERSHIP
		ADVENT PARTNERS GPE VII 2014 CAYMAN LIMITED PARTNERSHIP
		ADVENT PARTNERS GPE VIIA 2014 LIMITED PARTNERSHIP
		ADVENT PARTNERS GPE VIIA 2014 CAYMAN LIMITED PARTNERSHIP
		ADVENT PARTNERS GPE VII CAYMAN LIMITED PARTNERSHIP
		ADVENT PARTNERS GPE VIIB CAYMAN LIMITED PARTNERSHIP
		ADVENT PARTNERS GPE VII LIMITED PARTNERSHIP
		ADVENT PARTNERS GPE VIIA CAYMAN LIMITED PARTNERSHIP
		ADVENT PARTNERS GPE VIIA LIMITED PARTNERSHIP

		By: ADVENT INTERNATIONAL GPE VII, LLC, GENERAL PARTNER
		By: ADVENT INTERNATIONAL CORPORATION, MANAGER

		/s/ Neil Crawford
		Name: Neil Crawford
		Title: Director, Fund Administration

Date: November 29, 2021		GPE VII ATI CO-INVESTMENT (DELAWARE) LIMITED PARTNERSHIP

		By: ADVENT INTERNATIONAL GPE VII, LLC, GENERAL PARTNER


		By: ADVENT INTERNATIONAL CORPORATION, MANAGER

		/s/ Neil Crawford
		Name: Neil Crawford
		Title: Director, Fund Administration

Date: November 29, 2021		GPE VII GP S.A.R.L.

		By: ADVENT INTERNATIONAL GPE VII, LLC, MANAGER and

		/s/ Justin Nuccio
		Name: Justin Nuccio
		Title: Manager

		By: ADVENT INTERNATIONAL CORPORATION, MANAGER

		/s/ Neil Crawford
		Name: Neil Crawford
		Title: Director, Fund Administration

Date: November 29, 2021		GPE VII GP LIMITED PARTNERSHIP

		By: ADVENT INTERNATIONAL GPE VII, LLC, GENERAL PARTNER
		By: ADVENT INTERNATIONAL CORPORATION, MANAGER

		/s/ Neil Crawford
		Name: Neil Crawford
		Title: Director, Fund Administration

Date: November 29, 2021		ADVENT INTERNATIONAL GPE VII, LLC

		By: ADVENT INTERNATIONAL CORPORATION, MANAGER

		/s/ Neil Crawford
		Name: Neil Crawford
		Title: Director, Fund Administration

SCHEDULE A

1. Advent International Corporation

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Advent International Corporation (Advent), are set forth below. If no business address is given, the directors or executive officers business address is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to Advent. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. Mr. Brocklebank is a citizen of the United Kingdom. Mr. Etlin is a citizen of Brazil. Mr. Janshen is a citizen of Germany.


Name				Present Principal Occupation Including Name and Address of Employer

Directors
Thomas H. Lauer Steven M. Tadler John F. Brooke Mark Hoffman David M. Mussafer John L. Maldonado				Director Director Director; Managing Director of Brooke Private Equity Associates 20 Custom House Street, Suite 610, Boston, MA 02110 Director Director; Chairman & Managing Partner; Executive Officers Committee Member Director; Senior Vice President & Managing Partner; Executive Officers Committee Member
David M. McKenna				Director

Name				Present Principal Occupation Including Name and Address of Employer
Executive Officers (Who Are Not Directors)
Richard F. Kane Eileen Sivolella James R. Westra Andrew D. Dodge Heather R. Zuzenak Jarlyth H. Gibson James G.A. Brocklebank Patrice Etlin Jan Janshen				Senior Vice President of Operations and Business Development & Managing Director; Assistant Secretary Senior Vice President & Managing Director; Chief Financial Officer; Treasurer; Assistant Secretary Senior Vice President & Managing Partner; Chief Legal Officer; General Counsel Vice President; Deputy General Counsel; Secretary Chief Compliance Officer Risk Officer; Assistant Treasurer Senior Vice President & Managing Partner; Executive Officers Committee Member Senior Vice President & Managing Partner; Executive Officers Committee Member Senior Vice President & Managing Partner; Executive Officers Committee Member

2. Wilco GP, Inc.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Wilco GP, Inc. (Wilco GP), are set forth below. If no business address is given, the directors or executive officers business address is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to Wilco GP. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.


Name				Present Principal Occupation Including Name and Address of Employer
Directors
John L. Maldonado Christopher Pike Dylan Bates				Director; President Director; Treasurer and Secretary Director


Name				Present Principal Occupation Including Name and Address of Employer
Executive Officers (Who Are Not Directors)
N/A

3. GPE VII GP S.a.r.l.

The name, business address, title, present principal occupation or employment of each of the managers and executive officers of GPE VII GP S.a.r.l. (Advent GP Luxembourg), are set forth below. If no business address is given, the managers or executive officers business address is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to Advent GP Luxembourg. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. Ms. Harroch is a citizen of France. Mr. Nuccio is a citizen of the United Kingdom.


Name				Present Principal Occupation Including Name and Address of Employer
Managers
Advent International GPE VII, LLC				Manager
Justin Nuccio Linda Harroch Jarlyth Gibson				Manager Manager Manager

Name				Present Principal Occupation Including Name and Address of Employer
Executive Officers (Who Are Not Managers)

N/A