Fathom Holdings Inc. — Major Shareholding Notification 2021

Feb 12, 2021

SC 13G 1 tm216165d1_sc13g.htm SC 13G

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Fathom Holdings Inc.

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(Name of Issuer)

Common Stock, no par value per share

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(Title of Class of Securities)

31189V 109

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(CUSIP Number)

December 31, 2020

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(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 ).

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SCHEDULE 13G

CUSIP No. 31189V 109

| 1 | Names
of Reporting Persons |
| --- | --- |
| | Glenn
A. Sampson |
| 2 | Check the appropriate box if a member of a Group (see instructions) |
| | (a) ¨ (b) ¨ |
| 3 | Sec Use Only |
| 4 | Citizenship or Place of Organization |
| | USA |

| Number of Shares Beneficially Owned by
Each Reporting Person With: | Sole Voting Power |
| --- | --- |
| | 2,358,327 |
| 6 | Shared Voting Power |
| | 0 |
| 7 | Sole Dispositive Power |
| | 2,358,327 |
| 8 | Shared Dispositive Power |
| | 0 |

9	Aggregate Amount Beneficially Owned by Each Reporting Person
	2,358,327
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	¨
11	Percent of class represented by amount in row (9)
	17.1% (*)
12	Type of Reporting Person (See Instructions)
	IN

*** Based on 13,762,715 total shares of common stock outstanding as of November 30, 2020 as provided by the Company.**

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Item 1.

(a)
Fathom Holdings Inc.

(b)
211 New Edition Court,
Suite 211, Cary, NC 27511

Item 2.

(a)
Glenn A. Sampson

(b)
211 New Edition Court, Suite 211, Cary, NC 27511

(c)
USA

(d)
Common Stock, no par value per
share

(e)
31189V 109

Item 3.
Not applicable

Item 4. Ownership

| (a) |
| --- |
| 2,358,327* |
| *
This amount includes 6,797 options to purchase common stock, 5,304 of which are exercisable within sixty days of this
report and 1,493 which are not exercisable until November 4, 2021. |

(b)
17.1%

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(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 2,358,327

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 2,358,327

(iv) Shared power to dispose or to direct the disposition of: 0

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .

Item 6.
Not applicable

Item 7.
Not applicable

Item 8.
Not applicable

Item 9.
Not applicable

Item 10.
Not applicable

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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.

Dated: February 12, 2021

/s/ Glenn A. Sampson

Name: Glenn A. Sampson

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