FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
Parisi James E.
  2. Issuer Name and Ticker or Trading Symbol
ATI Physical Therapy, Inc. [ATIP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ATI PHYSICAL THERAPY, 790 REMINGTON BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
08/15/2022
(Street)

BOLINGBROOK, IL 60440		 4. If Amendment, Date Original Filed (Month/Day/Year)
08/17/2022		 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/15/2022   P   26,000 A $ 0.97 69,356 (1) D  
Class A Common Stock 08/17/2022   P   26,000 A $ 0.96 95,356 (1) D  
Class A Common Stock               7,791 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (3)               (3)   (3) Class A Common Stock (3)   1,630 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Parisi James E.
C/O ATI PHYSICAL THERAPY
790 REMINGTON BOULEVARD
BOLINGBROOK, IL 60440		   X      

Signatures

 /s/Erik Kantz as Attorney-in-Fact for Reporting Person   02/23/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The Form 4 filed on August 17, 2022 and on August 19, 2022 incorrectly referenced code "A"; the correct code is "P". The total beneficial ownership reflected on the Form 4 filed on August 19, 2022 is being amended to correct an administrative error.
(2) As of June 14, 2023, the issuer effected a reverse stock split (the "Reverse Split") of its Class A Common Stock at a ratio of 1-for-50, resulting in every 50 shares owned by the reporting person to be combined into one share of Class A Common Stock. Represents aggregate beneficial ownership following the Reverse Split of Issuer's Class A Common Stock as of February 23, 2024.
(3) Represents the aggregate amount of all options previously granted as reflected on Form 4 filed November 26, 2021 and March 9, 2022 (together, the "Option Form 4 Filings"). The options have been adjusted to reflect the Reverse Split. 899 of the options remain unvested, and vest pursuant to the schedules set-forth in the Option Form 4 Filings.

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