Sec Form 3 Filing - Prometheus Foundation @ Fathom Holdings Inc. - 2025-03-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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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1. Name and Address of Reporting Person
Prometheus Foundation
2. Issuer Name and Ticker or Trading Symbol
Fathom Holdings Inc. [ FTHM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
23901 CALABASAS RD #1010
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2025
(Street)
CALABASAS, CA91302
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 2,117,824 ( 1 ) D
Common Stock 657,256 ( 2 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Prometheus Foundation
23901 CALABASAS RD #1010
CALABASAS, CA91302
X
REMY CAPITAL PARTNERS III L P
1801 CENTURY PARK EAST, SUITE 1111
LOS ANGELES, CA90067
X
ReMY Holdings, Inc.
1801 CENTURY PARK EAST, SUITE 1111
LOS ANGELES, CA90067
X
SIEGEL MARK S
1801 CENTURY PARK EAST, SUITE 1111
LOS ANGELES, CA90067
X
Signatures
Prometheus Foundation, By: /s/ Leonard Esmond, Name: Leonard Esmond, Title: Treasurer 03/27/2025
Signature of Reporting Person Date
ReMY Capital Partners III, L.P., By: ReMY Holdings, Inc., General Partner, /s/ Mark S. Siegel, Name: Mark S. Siegel, Title: President 03/27/2025
Signature of Reporting Person Date
ReMY Holdings, Inc., By: /s/ Mark S. Siegel, Name: Mark S. Siegel, Title: President 03/27/2025
Signature of Reporting Person Date
/s/ Mark S. Siegel 03/27/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are owned solely by Prometheus Foundation, who is a member of a "group" with ReMY Capital Partners III, L.P. ("ReMY LP"), ReMY Holdings, Inc. ("ReMY GP"), Mark S. Siegel, and Adam Rothstein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Mr. Rothstein is a director of the Issuer and files separate reports pursuant to Section 16(a) of the Exchange Act.
( 2 )These securities are held directly by ReMY LP. ReMY LP's general partner is ReMY GP, whose president and sole shareholder is Mr. Siegel. ReMY GP may be deemed to beneficially own the shares held by ReMY LP. Mr. Siegel has voting and investment power over the shares held by ReMY LP and, accordingly, may be deemed to beneficially own the shares held by ReMY LP. ReMY GP and Mr. Siegel disclaim beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein.

Remarks:
Following the filing of this Form 3, the reporting persons are no longer a "group" for purposes of Section 13(d) of the Exchange Act.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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