FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Stump Richard L.
2. Date of Event Requiring Statement (Month/Day/Year)
12/23/2021
3. Issuer Name and Ticker or Trading Symbol
Fathom Digital Manufacturing Corp [FATH]
(Last)
(First)
(Middle)
C/O FATHOM DIGITAL MANUFACTURING CORP., 1050 WALNUT RIDGE DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HARTLAND, WI 53029
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock (1) 77,587
D
 
Class A Common Stock (2) (3) 543,106
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stump Richard L.
C/O FATHOM DIGITAL MANUFACTURING CORP.
1050 WALNUT RIDGE DRIVE
HARTLAND, WI 53029
      Chief Commercial Officer  

Signatures

/s/Richard Stump, by James R. Brown as Attorney-in-Fact 01/03/2022
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) Represents shares of Class A Common Stock underlying Restricted Stock Units ("RSUs") issued under the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan, as amended and/or restated from time to time. 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. 77,587 of these RSUs are time-vesting, with half vesting on September 23, 2022 and half vesting on September 23, 2023, subject to continued service through the applicable vesting date. The remaining 465,519 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"), and
(3) (Continued from footnote 2) (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%.
 
Remarks:
Exhibit 24 - Power of Attorney

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