Filing Details
- Accession Number:
- 0001341004-24-000213
- Form Type:
- 13D Filing
- Publication Date:
- 2024-11-17 19:00:00
- Filed By:
- Fig Buyer Gp, Llc
- Company:
- Ati Physical Therapy Inc.
- Filing Date:
- 2024-11-18
- 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 | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Fortress Acquisition Sponsor II | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
| Hybrid GP Holdings (Cayman) | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
| Hybrid GP Holdings | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
| FIG | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
| Fortress Operating Entity I | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
| FIG Blue | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
| Fortress Investment Group | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
| FINCO I Intermediate Holdco | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
| FINCO I | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
| FIG Parent | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
| Foundation Holdco | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
| FIG Buyer GP | 0 | 281,175 | 0 | 281,175 | 281,175 | 6.3% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ATI Physical Therapy, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00216W208
(CUSIP Number)
David N. Brooks
Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, NY 10105
(212) 798-6100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 14, 2024
(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 of §§
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 Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s 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.: 00216W208
| 1 | NAMES OF REPORTING PERSONS Fortress Acquisition Sponsor II LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||
CUSIP No.: 00216W208
| 1 | NAMES OF REPORTING PERSONS Hybrid GP Holdings (Cayman) LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||
CUSIP No.: 00216W208
| 1 | NAMES OF REPORTING PERSONS Hybrid GP Holdings LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||
CUSIP No.: 00216W208
| 1 | NAMES OF REPORTING PERSONS FIG LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☑ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||
CUSIP No.: 00216W208
| 1 | NAMES OF REPORTING PERSONS Fortress Operating Entity I LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||
CUSIP No.: 00216W208
| 1 | NAMES OF REPORTING PERSONS FIG Blue LLC (f/k/a FIG Corp.), | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||
CUSIP No.: 00216W208
| 1 | NAMES OF REPORTING PERSONS Fortress Investment Group LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||
CUSIP No.: 00216W208
| 1 | NAMES OF REPORTING PERSONS FINCO I Intermediate Holdco LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||
CUSIP No.: 00216W208
| 1 | NAMES OF REPORTING PERSONS FINCO I LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||
CUSIP No.: 00216W208
| 1 | NAMES OF REPORTING PERSONS FIG Parent, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||
CUSIP No.: 00216W208
| 1 | NAMES OF REPORTING PERSONS Foundation Holdco LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||
CUSIP No.: 00216W208
| 1 | NAMES OF REPORTING PERSONS FIG Buyer GP, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,175 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,175 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,175 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||
EXPLANATORY NOTE
This Schedule 13D constitutes (i) Amendment No. 2 to the Schedule 13D filed on May 21, 2024, as amended by Amendment No. 1 filed on November 8, 2024, on behalf of FINCO I
Intermediate Holdco LLC, FINCO I LLC, FIG Parent, LLC, Foundation Holdco LP and FIG Buyer GP, LLC and (ii) Amendment No. 3 to the Schedule 13D originally filed on June 23, 2021, as amended by Amendment No. 1 filed on August 6, 2021 and Amendment No.
2 filed on November 8, 2024, on behalf of Fortress Acquisition Sponsor II LLC, Hybrid GP Holdings (Cayman) LLC, Hybrid GP Holdings LLC, FIG LLC, Fortress Operating Entity I LP, FIG Blue LLC (f/k/a/ FIG Corp.) and Fortress Investment Group LLC (the
filings referenced in (i) and (ii) collectively, the “Fortress Schedule 13D”). Capitalized terms not otherwise defined in this Schedule 13D shall have the same meanings ascribed thereto in the Fortress Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety with the following:
The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this
Item 5.
(a) and (b)
| (i) | Amount beneficially owned: See Item 11 of each of the cover pages. |
| (ii) | Percent of class: See Item 13 of each of the cover pages. |
| (iii) | Number of shares as to which such person has: |
| a. | Sole power to vote or direct the vote: See Item 7 of each of the cover pages. |
| b. | Shared power to vote or direct the vote: See Item 8 of each of the cover pages. |
| c. | Sole power to dispose or direct the disposition: See Item 9 of each of the cover pages. |
| d. | Shared power to dispose or direct the disposition: See Item 10 of each of the cover pages. |
All percentages of Common Stock outstanding contained herein are based on 4,411,441 shares of Common Stock outstanding as of October 30, 2024, as disclosed
in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2024, as adjusted pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act to include the 59,333 shares of Common Stock issuable upon the exercise of the Warrants held directly by
Sponsor.
The beneficial ownership of an aggregate of 281,175 shares of Common Stock reported herein includes (a) 51,342 shares of Common Stock held directly by
Sponsor, (b) 170,500 shares of Common Stock that are unvested and subject to certain vesting and forfeiture provisions set forth in the Sponsor Letter Agreement (as defined in the Fortress Schedule 13D), and (c) 59,333 shares of Common Stock issuable
upon the exercise of 59,333 Warrants held directly by Sponsor.
(c) Other than as set forth below, the Reporting Persons have not engaged
in any transaction since the most recent filing of Schedule 13D involving shares of Common Stock. The below sales of Common Stock occurred in the open market.
| Date of Transaction | Quantity of Common Stock Sold | Weighted Average Price per Share of Common Stock(1)(2) |
| November 11, 2024 | 20,000 | $2.52(3) |
| November 12, 2024 | 10,000 | $2.37(4) |
| November 13, 2024 | 10,000 | $2.23(5) |
| November 14, 2024 | 7,000 | $2.14(6) |
| November 15, 2024 | 27,000 | $2.00(7) |
| November 18, 2024 | 3,100 | $1.95(8) |
(1) Excludes commissions and other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price will be provided.
(3) Reflects a weighted average sale price of $2.52 per share, at prices ranging from $2.45 to $2.67 per share, inclusive.
(4) Reflects a weighted average sale price of $2.37 per share, at prices ranging from $2.30 to $2.455 per share, inclusive.
(5) Reflects a weighted average sale price of $2.23 per share, at prices ranging from $2.18 to $2.45 per share, inclusive.
(6) Reflects a weighted average sale price of $2.14 per share, at prices ranging from $2.10 to $2.26 per share, inclusive.
(7) Reflects a weighted average sale price of $2.00 per share, at prices ranging from $1.91 to $2.125 per share, inclusive.
(8) Reflects a weighted average sale price of $1.95 per share, at prices ranging from $1.83 to $2.02 per share, inclusive.
(d) No person other than the Reporting Persons and the investors in the
Sponsor and the Funds is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons and described
in this Item 5.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies
that the information set forth in this statement is true, complete and correct.
| Dated: November 18, 2024 | FORTRESS ACQUISITION SPONSOR II LLC | |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: November 18, 2024 | HYBRID GP HOLDINGS (CAYMAN) LLC | |
| | By: | Hybrid GP Holdings LLC, its managing member |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: November 18, 2024 | HYBRID GP HOLDINGS LLC | |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: November 18, 2024 | FIG LLC | |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: November 18, 2024 | FORTRESS OPERATING ENTITY I LP | |
| | By: | FIG Blue LLC, its general partner |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| Dated: November 18, 2024 | FIG BLUE LLC | |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: November 18, 2024 | FORTRESS INVESTMENT GROUP LLC | |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| Dated: November 18, 2024 | FINCO I INTERMEDIATE HOLDCO LLC | |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: November 18, 2024 | FINCO I LLC | |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: November 18, 2024 | FIG PARENT, LLC | |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: November 18, 2024 | FOUNDATION HOLDCO LP | |
| | By: | FIG Buyer GP, LLC, its general partner |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |
| | | |
| Dated: November 18, 2024 | FIG BUYER GP, LLC | |
| | | |
| | By: | /s/ David N. Brooks |
| | Name: | David N. Brooks |
| | Title: | Secretary |