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Filing Details

Accession Number:: 0000899243-20-023514
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-08-27 17:29:31
Reporting Period:: 2020-08-25

Accepted Time:: 2020-08-27 17:29:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1751143	Atlas Technical Consultants Inc.	ATCX	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
940082	Jr M James Bernhard	400 Convention Street, Suite 1010 Baton Rouge LA 70802	No	No	Yes	No
1620882	Bcp Energy Services Fund, Lp	400 Convention Street, Suite 1010 Baton Rouge LA 70802	No	No	Yes	No
1620883	Bcp Energy Services Fund-A, Lp	400 Convention Street, Suite 1010 Baton Rouge LA 70802	No	No	Yes	No
1677251	Bcp Energy Services Executive Fund, Lp	400 Convention Street, Suite 1010 Baton Rouge LA 70802	No	No	Yes	No
1743507	Bcp Energy Services Fund Ugp, Llc	400 Convention Street, Suite 1010 Baton Rouge LA 70802	No	No	Yes	No
1743508	Bcp Energy Services Fund Gp, Lp	400 Convention Street, Suite 1010 Baton Rouge LA 70802	No	No	Yes	No
1743809	Scott Jeffrey Jenkins	400 Convention Street, Suite 1010 Baton Rouge LA 70802	No	No	Yes	No
1803930	Atlas Technical Consultants Holdings Lp	400 Convention Street, Suite 1010 Baton Rouge LA 70802	No	No	Yes	No
1803931	Atlas Technical Consultants Holdings Gp Llc	400 Convention Street, Suite 1010 Baton Rouge LA 70802	No	No	Yes	No
1822526	As&M Svp Llc	400 Convention Street, Suite 1010 Baton Rouge LA 70802	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Acquisiton	2020-08-25	2,187,500	$7.47	22,361,483	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Opco Units	Acquisiton	2020-08-25	2,187,500	$7.47	2,187,500	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
22,361,483			No	4	P	Indirect

Footnotes

Reflects 20,173,983 securities held directly by AS&M Holdings LP (formerly known as "Atlas Technical Consultants Holdings LP") and 2,187,500 securities held directly by AS&M SPV, LLC, a Delaware limited liability company ("AS&M SPV" and formerly known as "Atlas Technical Consultants SPV, LLC").
BCP Energy Services Fund UGP is controlled by James M. Bernhard Jr. and Jeffrey Scott Jenkins. BCP Energy Services Fund UGP, LLC, a Delaware limited liability company ("BCP Energy Services Fund UGP") is the sole general partner of BCP Energy Services Fund GP, LP, a Delaware limited partnership ("BCP Energy Services Fund GP"), which is the sole general partner of BCP Energy Services Fund, LP, a Delaware limited partnership ("BCP Energy Services Fund"), BCP Energy Services Fund-A, LP, a Delaware limited partnership ("BCP Energy Services Fund-A") and BCP Energy Services Executive Fund, LP, a Delaware limited partnership ("BCP Energy Executive Fund"). BCP Energy Services Fund, BCP Energy Services Fund-A and BCP Energy Executive Fund have dispositive voting power over AS&M SPV, which is the sole member of AS&M Holdings GP LLC, a Delaware limited liability company ("AS&M GP" and formerly known as "Atlas Technical Consultants Holdings GP LLC").
(Continued From footnote 2)AS&M GP is the general partner of AS&M Holdings LP, a Delaware limited partnership ("AS&M Holdings"). As a result, each of the above entities may be deemed to share beneficial ownership of the shares held by AS&M Holdings. Each such individual disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Information with respect to each of the Reporting Persons is given solely by such reporting person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
The amended and restated limited liability company agreement of Atlas TC Holdings, LLC ("TC Holdings"), a wholly owned subsidiary of the Atlas Technical Consultants, Inc., dated February 14, 2020 (the "LLC Agreement") provides that certain members of TC Holdings that own units in TC Holdings (the "Opco Units"), following the date that is six months from the initial business combination of the Issuer on February 14, 2020, have the right to cause TC Holdings to redeem from time to time, all or a portion of such member's Opco Units (together with an equal number of shares of Class B common stock of the Issuer) for either (x) the delivery by TC Holdings of a number of shares of Class A common stock of the Issuer equal to the number of Opco Units surrendered or (y) at TC Holdings' election made in accordance with the LLC Agreement, the delivery by TC Holdings of cash equal to the Cash Election Amount (as defined in the LLC Agreement) calculated with respect to such redemption.