SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Fregenal Marco
(Last) (First) (Middle)
C/O FATHOM HOLDINGS INC.
2000 REGENCY PARKWAY DRIVE, SUITE 300
(Street)
CARY NC 27518
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fathom Holdings Inc. [ FTHM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
Common Stock 06/30/2022 A 15,944 A $0 1,109,024 D(1)
Common Stock 07/01/2022 A 25,000 A $0 1,134,024 D(2)
Common Stock 09/30/2022 A 23,585 A $0 1,157,609 D(3)
Common Stock 01/03/2023 A 122,094 A $0 1,279,703 D(4)
Common Stock 01/03/2023 A 52,147 A $0 1,331,850 D(5)
Common Stock 03/31/2023 A 29,412 A $0 1,361,262 D(6)
Common Stock 03/31/2023 A 1,765 A $0 5,056 I(7) See Footnote (7)
Common Stock 150,000 I(8) By: Fregenal 2020 Irrevocable Trust
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Of these shares, 8,359 shares are restricted and vest in full on March 4, 2024, 2,213 shares are restricted and vest in full on July 1, 2024, 9,222 shares are restricted and vest in full on November 30, 2024, 24,680 shares are restricted and vest in full on March 31, 2024, and 15,944 are restricted and vest in full on December 1, 2023.
2. Of these shares, 8,359 shares are restricted and vest in full on March 4, 2024, 2,213 shares are restricted and vest in full on July 1, 2024, 9,222 shares are restricted and vest in full on November 30, 2024, 24,680 shares are restricted and vest in full on March 31, 2024, 15,944 are restricted and vest in full on December 1, 2023, and 25,000 are restricted and vest in full on January 1, 2025.
3. Of these shares, 8,359 shares are restricted and vest in full on March 4, 2024, 2,213 shares are restricted and vest in full on July 1, 2024, 9,222 shares are restricted and vest in full on November 30, 2024, 24,680 shares are restricted and vest in full on March 31, 2024, 15,944 are restricted and vest in full on December 1, 2023, 25,000 are restricted and vest in full on January 1, 2025, and 23,585 shares are restricted and vest in full on December 1, 2023.
4. Of these shares, 8,359 shares are restricted and vest in full on March 4, 2024, 2,213 shares are restricted and vest in full on July 1, 2024, 9,222 shares are restricted and vest in full on November 30, 2024, 24,680 shares are restricted and vest in full on March 31, 2024, 15,944 are restricted and vest in full on December 1, 2023, 25,000 are restricted and vest in full on January 1, 2025, 23,585 shares are restricted and vest in full on December 1, 2023, and 122,094 shares are restricted and vest on May 31, 2024.
5. Of these shares, 8,359 shares are restricted and vest in full on March 4, 2024, 2,213 shares are restricted and vest in full on July 1, 2024, 9,222 shares are restricted and vest in full on November 30, 2024, 24,680 shares are restricted and vest in full on March 31, 2024, 15,944 are restricted and vest in full on December 1, 2023, 25,000 are restricted and vest in full on January 1, 2025, 23,585 shares are restricted and vest in full on December 1, 2023, 122,094 shares are restricted and vest on May 31, 2024, and 52,147 shares are restricted and vest in full on January 2, 2024.
6. Of these shares, 8,359 shares are restricted and vest in full on March 4, 2024, 2,213 shares are restricted and vest in full on July 1, 2024, 9,222 shares are restricted and vest in full on November 30, 2024, 24,680 shares are restricted and vest in full on March 31, 2024, 15,944 are restricted and vest in full on December 1, 2023, 25,000 are restricted and vest in full on January 1, 2025, 23,585 shares are restricted and vest in full on December 1, 2023, 122,094 shares are restricted and vest on May 31, 2024, 52,147 shares are restricted and vest in full on January 2, 2024, and 29,412 shares are restricted and vest in full on August 30, 2024.
7. Of these shares, 329 shares were granted to the reporting person's wife and are restricted and vest in full on March 4, 2024, 2,962 shares were granted to the reporting person's wife and are restricted and vest in full on March 31, 2024, and 1,765 were granted to reporting person's wife and are restricted and will vest in full on March 30, 2025.
8. These shares are held by a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
/s/ Donald R. Reynolds, by Power of Attorney 05/01/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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