| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FATH | Class A Common Stock | 22.5K | Dec 23, 2021 | Direct | F1 | |||||
| holding | FATH | Class A Common Stock | 105K | Dec 23, 2021 | Direct | F2 | |||||
| holding | FATH | Class A Common Stock | 1.16M | Dec 23, 2021 | Direct | F3, F4 |
| Id | Content |
|---|---|
| F1 | Represents Restricted Stock Units ("RSUs") issued pursuant to the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan, as amended and/or amended and restated from time to time (the "Plan"). Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. These RSUs will vest in substantially equal annual installments on each of the first three anniversaries of the December 23, 2021 grant date. |
| F2 | On December 23, 2021 (the "Effective Time"), the Issuer, formerly known as Altimar Acquisition Corp. II, acquired Fathom Holdco, LLC ("Fathom") pursuant to a Business Combination Agreement by and among the Issuer, Fathom and certain other parties thereto (the "Business Combination Agreement"). These shares of Class A Common Stock were issued to the Reporting Person pursuant to the Business Combination Agreement in exchange for vested shares of phantom equity in Fathom. |
| F3 | Represents shares of Class A Common Stock underlying RSUs issued under the Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. These RSUs were issued to the Reporting Person pursuant to the Business Combination Agreement in exchange for unvested shares of phantom equity in Fathom. 19,397 of such RSUs are time-vesting, with half vesting on October 1, 2022 and half vesting on October 1, 2023, subject to continued service through the applicable vesting date. The remaining 1,143,199 RSUs are subject to performance-based vesting conditions based upon the sell-down percentage of (a) CORE Industrial Partners Fund I, LP, CORE Industrial Partners Fund I Parallel, LP, CORE Fund I Holdings-2, LP and CORE Fund I Holdings-5 LP (collectively, the "CORE Investors"), |
| F4 | (Continued from footnote 3) and (b) with respect to the CORE Investors, any person directly controlled by, directly controlling or under direct common control with the CORE Investors (collectively, the "CORE Affiliates") as follows: (1) 25% of the performance-based RSUs will vest if the CORE Investors and the CORE Affiliates collectively sell-down an investor cumulative sale percentage equal or greater than 60%; (2) 25% of the performance-based RSUs will vest if the CORE Investors and the CORE Affiliates collectively sell-down an investor cumulative sale percentage equal or greater than 80%; and (3) 50% of the performance-based RSUs will vest if the CORE Investors and the CORE Affiliates collectively sell-down an investor cumulative sale percentage equal or greater than 95%. |
Exhibit 24 - Power of Attorney