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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

116,391,635

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

116,391,635

Accession Number:: 0001193125-21-358047
Form Type:: 13D Filing
Publication Date:: 2021-12-14 19:00:00

Filed By:: Advent International Corp/ma
Company:: Ati Physical Therapy Inc.
Filing Date:: 2021-12-15
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	116,391,635	116,391,635	116,391,635	56.2%
ADVENT INTERNATIONAL GPE VII	115,830,656	115,830,656	115,830,656	55.9%
WILCO ACQUISITION	560,979	560,979	560,979	0.3%
WILCO GP, INC	560,979	560,979	560,979	0.3%
ADVENT INTERNATIONAL GPE VII LIMITED PARTNERSHIP	11,324,692	11,324,692	11,324,692	5.5%
ADVENT INTERNATIONAL GPE VII-B LIMITED PARTNERSHIP	30,970,374	30,970,374	30,970,374	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	2,873,509	2,873,509	2,873,509	1.4%
ADVENT INTERNATIONAL GPE VII-G LIMITED PARTNERSHIP	2,873,509	2,873,509	2,873,509	1.4%
GPE VII GP S.A.R.L	64,664,696	64,664,696	64,664,696	31.2%
ADVENT INTERNATIONAL GPE VII-A LIMITED PARTNERSHIP	10,481,755	10,481,755	10,481,755	5.1%
ADVENT INTERNATIONAL GPE VII-E LIMITED PARTNERSHIP	22,316,206	22,316,206	22,316,206	10.8%
ADVENT INTERNATIONAL GPE VII-H LIMITED PARTNERSHIP	1,743,884	1,743,884	1,743,884	0.8%
GPE VII GP LIMITED PARTNERSHIP	34,541,845	34,541,845	34,541,845	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	109,904	109,904	109,904	0.1%
ADVENT PARTNERS GPE VII CAYMAN LIMITED PARTNERSHIP	806,132	806,132	806,132	0.4%
ADVENT PARTNERS GPE VII 151 B CAYMAN LIMITED PARTNERSHIP	1,063,662	1,063,662	1,063,662	0.5%
ADVENT PARTNERS GPE VII LIMITED PARTNERSHIP	45,267	45,267	45,267	Less than 0.1%
ADVENT PARTNERS GPE VII 151 A CAYMAN LIMITED PARTNERSHIP	212,875	212,875	212,875	0.1%
ADVENT PARTNERS GPE VII 151 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. 2

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

December 13, 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

*	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 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

*	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 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 VIIB 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 VIIA 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 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. 2 (Amendment No. 2) 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. 2 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 4.

Purpose of Transaction

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

On December 13, 2021, Wilco Acquisition distributed 560,979 shares of Common Stock, pro rata and in-kind to certain of its partners, for no consideration (the Distribution).

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 December 13, 2021, are incorporated herein by reference. As of December 13, 2021, the Reporting Persons beneficially owned in the aggregate 116,391,635 shares of Common Stock, which represents approximately 56.2% 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 December 13, 2021, after giving effect to the Distribution described in Item 4 of this Amendment No. 2, 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)		116,391,635		56.2	%
Advent International GPE VII, LLC (1)		115,830,656		55.9	%
Wilco Acquisition, LP		560,979		0.3	%
Wilco GP, Inc. (2)		560,979		0.3	%
GPE VII GP S.a.r.l (3)		64,664,696		31.2	%
GPE VII GP Limited Partnership (4)		34,541,845		16.7	%
Advent International GPE VII Limited Partnership		11,324,692		5.5	%
Advent International GPE VII-B Limited Partnership		30,970,374		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		2,873,509		1.4	%


Advent International GPE VII-G Limited Partnership	2,873,509	1.4	%
Advent International GPE VII-A Limited Partnership	10,481,755	5.1	%
Advent International GPE VII-E Limited Partnership	22,316,206	10.8	%
Advent International GPE VII-H Limited Partnership	1,743,884	0.8	%
Advent Partners GPE VII2014 Limited Partnership	65,045	Less than 0.1	%
Advent Partners GPE VII2014 Cayman Limited Partnership	155,782	0.1	%
Advent Partners GPE VIIA 2014 Limited Partnership	179,333	0.1	%
Advent Partners GPE VIIA 2014 Cayman Limited Partnership	109,904	0.1	%
Advent Partners GPE VIICayman Limited Partnership	806,132	0.4	%
Advent Partners GPE VII B Cayman Limited Partnership	1,063,662	0.5	%
Advent Partners GPE VIILimited Partnership	45,267	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 560,979 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 64,664,696 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 34,541,845 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 December 15, 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: December 15, 2021	ADVENT INTERNATIONAL CORPORATION

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

Date: December 15, 2021	WILCO ACQUISITION, LP
	By: WILCO GP, INC., GENERAL PARTNER

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

Date: December 15, 2021	WILCO GP, INC.

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

Date: December 15, 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


				ADVENT INTERNATIONAL GPE VII-A LIMITED
Date: December 15, 2021				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: December 15, 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: December 15, 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: December 15, 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: December 15, 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: December 15, 2021				ADVENT INTERNATIONAL GPE VII, LLC

				By: ADVENT INTERNATIONAL CORPORATION,
				MANAGER

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