Filing Details

Accession Number:
0001193125-24-280592
Form Type:
13D Filing
Publication Date:
2024-12-16 19:00:00
Filed By:
Advent International, L.p.
Company:
Ati Physical Therapy Inc.
Filing Date:
2024-12-17
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
Advent International 0 2,316,613 0 2,316,613 2,316,613 52.51%
Advent International GPE VII 0 2,316,613 0 2,316,613 2,316,613 52.51%
Wilco Acquisition 0 0 0 0 0 0.0%
Wilco GP, Inc 0 0 0 0 0 0.0%
Advent International GPE VII Limited Partnership 0 226,494 0 226,494 226,494 5.13%
Advent International GPE VII-B Limited Partnership 0 619,408 0 619,408 619,408 14.04%
Advent International GPE VII-C Limited Partnership 0 196,909 0 196,909 196,909 4.46%
Advent International GPE VII-D Limited Partnership 0 135,543 0 135,543 135,543 3.07%
Advent International GPE VII-F Limited Partnership 0 57,470 0 57,470 57,470 1.3%
Advent International GPE VII-G Limited Partnership 0 57,470 0 57,470 57,470 1.3%
GPE VII GP S.A.R.L 0 1,293,294 0 1,293,294 1,293,294 29.32%
Advent International GPE VII-A Limited Partnership 0 209,635 0 209,635 209,635 4.75%
Advent International GPE VII-E Limited Partnership 0 446,324 0 446,324 446,324 10.12%
Advent International GPE VII-H Limited Partnership 0 34,878 0 34,878 34,878 0.79%
GPE VII GP Limited Partnership 0 690,836 0 690,836 690,836 15.66%
Advent Partners GPE VII 0 1,301 0 1,301 1,301 0.03%
Advent Partners GPE VII 0 1,301 0 1,301 1,301 0.03%
Advent Partners GPE VII-A 0 3,587 0 3,587 3,587 0.08%
Advent Partners GPE VII-A 0 2,198 0 2,198 2,198 0.05%
Advent Partners GPE VII Cayman Limited Partnership 0 16,123 0 16,123 16,123 0.37%
Advent Partners GPE VII-B Cayman Limited Partnership 0 21,273 0 21,273 21,273 0.48%
Advent Partners GPE VII Limited Partnership 0 905 0 905 905 0.02%
Advent Partners GPE VII-A Cayman Limited Partnership 0 4,258 0 4,258 4,258 0.1%
Advent Partners GPE VII-A Limited Partnership 0 2,143 0 2,143 2,143 0.05%
GPE VII-ATI Co-Investment (Delaware) Limited Partnership 0 277,578 0 277,578 277,578 6.29%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

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)

Amanda McGrady Morrison

General Counsel and Chief Legal Officer

Advent International, L.P.

Prudential Tower

800 Boylston Street

Boston, MA 02199-8069

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 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-l(e), 240.13d-l(f) or 240.13d-l(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 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).

 

 

 


 1.    

 Names of Reporting Persons

 

 Advent International, L.P.

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 2,316,613

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 2,316,613

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 2,316,613

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 52.51%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the Securities and Exchange Commission (SEC) on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent International GPE VII, LLC

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 2,316,613

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 2,316,613

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 2,316,613

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 52.51%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 OO

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Wilco Acquisition, LP

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 OO

 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

 

 0

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 0

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.0%

14.  

 Type of Reporting Person (See Instructions)

 

 PN


 1.    

 Names of Reporting Persons

 

 Wilco GP, Inc.

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 0

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 0

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.0%

14.  

 Type of Reporting Person (See Instructions)

 

 CO


 1.    

 Names of Reporting Persons

 

 Advent International GPE VII Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 5.  

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

 6.  

 Citizenship or Place of Organization

 

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7.     

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 226,494

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 226,494

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 226,494

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 5.13%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent International GPE VII-B Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 5.  

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

 6.  

 Citizenship or Place of Organization

 

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7.     

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 619,408

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 619,408

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 619,408

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 14.04%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent International GPE VII-C Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 5.  

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

 6.  

 Citizenship or Place of Organization

 

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7.     

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 196,909

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 196,909

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 196,909

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 4.46%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent International GPE VII-D Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 5.  

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

 6.  

 Citizenship or Place of Organization

 

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7.     

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 135,543

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 135,543

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 135,543

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 3.07%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent International GPE VII-F Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 5.  

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

 6.  

 Citizenship or Place of Organization

 

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7.     

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 57,470

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 57,470

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 57,470

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 1.3%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent International GPE VII-G Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 5.  

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

 6.  

 Citizenship or Place of Organization

 

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7.     

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 57,470

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 57,470

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 57,470

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 1.3%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 GPE VII GP S.A.R.L.

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 5.  

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

 6.  

 Citizenship or Place of Organization

 

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 

    7.     

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 1,293,294

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 1,293,294

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 1,293,294

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 29.32%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent International GPE VII-A Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 209,635

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 209,635

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 209,635

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 4.75%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent International GPE VII-E Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 446,324

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 446,324

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 446,324

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 10.12%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent International GPE VII-H Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 34,878

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 34,878

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 34,878

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.79%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 GPE VII GP Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 690,836

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 690,836

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 690,836

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 15.66%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent Partners GPE VII 2014 Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 1,301

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 1,301

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 1,301

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.03%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent Partners GPE VII 2014 Cayman Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 1,301

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 1,301

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 1,301

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.03%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent Partners GPE VII-A 2014 Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 3,587

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 3,587

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 3,587

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.08%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 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 (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 2,198

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 2,198

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 2,198

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.05%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent Partners GPE VII Cayman Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 16,123

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 16,123

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 16,123

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.37%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent Partners GPE VII-B Cayman Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 21,273

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 21,273

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 21,273

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.48%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent Partners GPE VII Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 905

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 905

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 905

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.02%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent Partners GPE VII-A Cayman Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 4,258

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 4,258

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 4,258

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.1%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 Advent Partners GPE VII-A Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 2,143

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 2,143

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 2,143

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0.05%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


 1.    

 Names of Reporting Persons

 

 GPE VII-ATI Co-Investment (Delaware) Limited Partnership

 2.  

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 N/A

 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

 

 277,578

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 277,578

11.    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 277,578

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 6.29%(1)

14.  

 Type of Reporting Person (See Instructions)

 

 PN

 

(1)

Calculated based on 4,411,441 shares of Class A Common Stock outstanding as of October 30, 2024, as reported on the Issuers Form 10-Q filed with the SEC on November 4, 2024.


This Amendment No. 5 to Schedule 13D (this Statement) amends and supplements the statement on Schedule 13D (this Schedule 13D) filed with the SEC on June 29, 2021, as Amended by Amendment No. 1 filed with the SEC on November 29, 2021 (Amendment No. 1), Amendment No. 2 to filed with the SEC on December 15, 2021 (Amendment No. 2), Amendment No. 3 filed with the SEC on March 17, 2023 (Amendment No. 3), and Amendment No 4. filed with the SEC on April 21, 2023 (Amendment No. 4). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Statement.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety:

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):

 

1.

Advent International, L.P. (f/k/a Advent International Corporation) (Advent), a Delaware limited partnership;

 

2.

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

 

3.

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

 

4.

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

 

5.

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

 

6.

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

 

7.

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

 

8.

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

 

9.

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 VIIA 2014 Limited Partnership, a Delaware limited partnership;

 

19.

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

 

24.

Advent Partners GPE VIIA Limited Partnership, a Delaware limited partnership; and

 

25.

GPE VII ATI Co-Investment 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 GC, 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 GC 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 general partner of Advent is managed by a board of managers that is comprised of James Brocklebank, John Maldonado, and David Mussafer (the Advent Board).

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

During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the members of the Advent Board or 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 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to include the following at the end thereof:

Non-Tender Agreement

On December 14, 2024 the Reporting Persons entered into a non-tender agreement with the Issuer (the Non-Tender Agreement), pursuant to which the Reporting Persons have agreed that they will not tender any shares in connection with the Issuers announced tender offer to purchase up to 1,650,000 shares of its Class A Common Stock at a purchase price of $2.85 per Share, net to the seller in cash, without interest thereon and subject to any tax withholding. This description of the Non-Tender Agreement is qualified in its entirety by the full text of such agreement, which is attached hereto as Exhibit 2.

Item 7. Material to be Filed as Exhibits

 

Exhibit 1    Joint filing agreement, dated as of December 17, 2024.
Exhibit 2    Non-Tender Agreement, dated as of December 14, 2024, by and among ATI Physical Therapy, Inc. and the Reporting Persons (filed as Exhibit d to the Issuers Schedule to Tender Offer Statement on December 17, 2024, and incorporated herein by reference).

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 17, 2024     ADVENT INTERNATIONAL L.P.,
    By: ADVENT INTERNATIONAL GP, LLC,
    GENERAL PARTNER
   

/s/ Neil Crawford

    Name: Neil Crawford
    Title: Vice President of Finance
Date: December 17, 2024     WILCO ACQUISITION, LP
    By: WILCO GP, INC., GENERAL PARTNER
   

/s/ John Maldonado

    Name: John Maldonado
    Title: President
Date: December 17, 2024     WILCO GP, INC.
   

/s/ John Maldonado

    Title: President
Date: December 17, 2024     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 L.P.,
    MANAGER
    By: ADVENT INTERNATIONAL GP, LLC,
    GENERAL PARTNER
   

/s/ Neil Crawford

    Name: Neil Crawford
    Title: Vice President of Finance

    ADVENT INTERNATIONAL GPE VII-A LIMITED
Date: December 17, 2024     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 L.P.,
   

MANAGER

By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER

   

/s/ Neil Crawford

    Name: Neil Crawford
    Title: Vice President of Finance
Date: December 17, 2024     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 L.P.,
   

MANAGER

By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER

   

/s/ Neil Crawford

    Name: Neil Crawford
    Title: Vice President of Finance

Date: December 17, 2024     GPE VII ATI CO-INVESTMENT (DELAWARE) LIMITED PARTNERSHIP
    By: ADVENT INTERNATIONAL GPE VII, LLC,
    GENERAL PARTNER
    By: ADVENT INTERNATIONAL L.P.,
   

MANAGER

 

By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER

   

/s/ Neil Crawford

    Name: Neil Crawford
    Title: Vice President of Finance
Date: December 17, 2024     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 L.P.,
   

MANAGER

 

By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER

   

/s/ Neil Crawford

    Name: Neil Crawford
    Title: Vice President of Finance
Date: December 17, 2024     GPE VII GP LIMITED PARTNERSHIP
    By: ADVENT INTERNATIONAL GPE VII, LLC,
    GENERAL PARTNER
    By: ADVENT INTERNATIONAL L.P.,
   

MANAGER

By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER

   

/s/ Neil Crawford

    Name: Neil Crawford
    Title: Vice President of Finance
Date: December 17, 2024     ADVENT INTERNATIONAL GPE VII, LLC
    By: ADVENT INTERNATIONAL L.P.,
   

MANAGER

By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER

   

/s/ Neil Crawford

   

Name: Neil Crawford

Title: Vice President of Finance


SCHEDULE A

1. 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

  

Director; President

Director; Treasurer and Secretary

 

Name   

Present Principal Occupation Including Name and Address of Employer

Executive Officers

(Who Are Not Directors)

N/A

  

2. 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

Aurélie Comptour

  

Manager

Manager

Manager

 

Name   

Present Principal Occupation Including Name and Address of Employer

Executive Officers

(Who Are Not Managers)

  
N/A