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Filing Details

Accession Number:: 0001213900-20-040830
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-12-03 18:17:17
Reporting Period:: 2020-12-01

Accepted Time:: 2020-12-03 18:17:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1751143	Atlas Technical Consultants Inc.	ATCX	Services-Management Consulting Services (8742)	830808563

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1806719	M. Gary Cappa	C/O Atlas Technical Consultants, Inc. 13215 Bee Cave Parkway Bldg. B, Ste. 230 Austin TX 78738	Chief Operating Officer	No	Yes	No	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 A Common Stock	Acquisiton	2020-12-01	25,000	$5.51	57,119	No	4	P	Indirect	By Cappa Family Trust
Class A Common Stock	Acquisiton	2020-12-02	25,000	$5.92	82,119	No	4	P	Indirect	By Cappa Family Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Cappa Family Trust
No	4	P	Indirect	By Cappa Family Trust

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class B Common Stock	22,205	Direct
Class B Common Stock	1,123,656	Indirect	See Footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	LLC Units of Atlas TC Holdings LLC	$0.00			22,205	22,205	Direct
Class A Common Stock	LLC Units of Atlas TC Holdings LLC	$0.00			1,123,656	1,123,656	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	22,205	22,205	Direct
	1,123,656	1,123,656	Indirect

Footnotes

The reporting person is trustee of the Cappa Family Trust. The reporting person and members of his immediate family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the ATCX Class A Common Stock held by the trust except to the extent of his pecuniary interest therein. This transaction was executed in multiple trades at prices ranging from $5.20 to $5.58 per share. The price reported above reflects the weighted average purchase price. Upon request from the Securities and Exchange Commission, Atlas Technical Consultants, Inc. (the "Issuer") or a shareholder of the Issuer, full information regarding the number of shares purchased at each separate price will be made available.
The reporting person is trustee of the Cappa Family Trust. The reporting person and members of his immediate family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the ATCX Class A Common Stock held by the trust except to the extent of his pecuniary interest therein. This transaction was executed in multiple trades at prices ranging from $5.60 to $6.23 per share. The price reported above reflects the weighted average purchase price. Upon request from the Securities and Exchange Commission, the Issuer or a shareholder of the Issuer, full information regarding the number of shares purchased at each separate price will be made available.
The amended and restated limited liability company agreement of Atlas TC Holdings LLC, a wholly-owned subsidiary of the Issuer ("TC Holdings"), dated February 14, 2020 (the "LLC Agreement") provides that certain members of TC Holdings have the right to cause TC Holdings to redeem from time to time, all or a portion of such member's common units in TC Holdings (the "Opco Units") (together with an equal number of shares of Class B common stock) for either (x) the delivery by TC Holdings of a number of shares of Class A Common Stock, par value $0.0001 per share 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.
756,838 shares of Class B common stock and an equal number of Opco Units are held directly by Engineering & Testing Services Holdings Corporation ("ETS Holdings"), 289,881 shares of Class B common stock and an equal number of Opco Units are held directly by Engineering Services Holdings Corporation ("ES Holdings") and 76,937 shares of Class B common stock and an equal number of Opco Units are held directly by CEL Consulting Holdings Corporation ("CEL").
The Reporting Person directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Opco Units (together with an equal number of shares of Class B common stock), or shares which may be issued upon the redemption of Opco Units (together with an equal number of shares of Class B common stock), held by ETS Holdings, ES Holdings and CEL. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in ETS Holdings, ES Holdings and CEL, and this report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.