SEC Form 4
FORM 4UNITED 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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Zimmermann Curtis J.

(Last)(First)(Middle)
C/O FORGE NANO HOLDINGS, INC.
12300 GRANT STREET, SUITE 110

(Street)
THORNTON COLORADO 80241

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Forge Nano Holdings, Inc. [ NANO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$0.5610/22/2026A308,60810/22/202601/11/2032Common Stock308,608(1)308,608D
Stock Option (right to buy)$0.5610/22/2026A26,35810/22/202604/25/2032Common Stock26,358(1)26,358D
Stock Option (right to buy)$1.0310/22/2026A19,946 (2)03/31/2034Common Stock19,946(1)19,946D
Stock Option (right to buy)$1.3310/22/2026A170,603 (3)12/11/2034Common Stock170,603(1)170,603D
Stock Option (right to buy)$2.9410/22/2026A12,823 (4)10/23/2035Common Stock12,823(1)12,823D
Stock Option (right to buy)$2.9410/22/2026A25,361 (5)03/29/2036Common Stock25,361(1)25,361D
Performance Stock Units(6)10/22/2026A321,601 (6)10/22/2031Common Stock321,601(6)321,601D
Performance Stock Units(7)(8)10/22/2026A101,176 (7)(8)10/22/2031Common Stock101,176(7)(8)101,176D
Explanation of Responses:
1. Consists of stock options granted under the 2017 Equity Incentive Plan of Forge Nano, Inc. ("Forge Nano") that were converted into stock options exercisable for shares of the Issuer's common stock in connection with the Issuer's business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger dated April 20, 2026, by and among Archimedes Tech SPAC Partners II Co., the Issuer (f/k/a ATII Holdings Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC and Forge Nano (the "Merger Agreement"), and are exercisable following the closing of the Business Combination.
2. 25% of these stock options vested on April 1, 2025, and the remaining 75% vested and will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
3. 25% of these stock options vested on December 12, 2025, and the remaining 75% vested and will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
4. 25% of these stock options vested on October 1, 2026, and the remaining 75% will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
5. 25% of these stock options will vest on March 31, 2027, and the remaining 75% will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
6. Represents performance stock units, each representing a right to receive one share of common stock of the Issuer, granted to holders of Forge Nano stock options in connection with the Business Combination. The performance stock units will vest as follows: (i) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $20.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $25.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $800,000,000.
7. Represents performance stock units, each representing a right to receive one share of common stock of the Issuer, granted to holders of Forge Nano stock options in connection with the Business Combination. The performance stock units will vest as follows, subject to the Reporting Person's continued service with the Issuer through each applicable vesting event: (i) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $20.00 per share over any 30 trading day period or the revenue of the Issuer (Cont'd in FN9)
8. (Cont'd from FN8) for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $25.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $800,000,000.
/s/ Michael Kleinberg, as Attorney-in-fact for Curtis Zimmermann10/26/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)