SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* PTE Holdings, Inc. (Last) (First) (Middle) 3989 HWY 290 E (Street) DRIPPING SPRINGS TX 78620 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/14/2020	3. Issuer Name and Ticker or Trading Symbol ATLAS TECHNICAL CONSULTANTS, INC. [ atcx ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	2,377,462	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Atlas TC Holdings LLC Units	(3)	(3)	Class A Common Stock	2,377,462	(2)(3)	D

1. Name and Address of Reporting Person* PTE Holdings, Inc. (Last) (First) (Middle) 3989 HWY 290 E (Street) DRIPPING SPRINGS TX 78620 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Miller David L (Last) (First) (Middle) C/O ATLAS TECHNICAL CONSULTANTS, INC. 8801 CALERA DRIVE (Street) AUSTIN TX 78735 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner X Officer (give title below) Other (specify below) Chief Strategy Officer

Explanation of Responses:

1. Represents 2,377,462 shares of Class B common stock of the Issuer held directly by PTE Holdings, Inc. ("PTE Holdings"). PTE Holdings is managed by David Miller. As a result, Mr. Miller may be deemed to have beneficial ownership of the shares held by PTE Holdings.

2. Each of the Reporting Persons 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.

3. The amended and restated limited liability company agreement (the "LLC Agreement") of Atlas TC Holdings LLC, a wholly-owned subsidiary of the Company ("Atlas Holdings"), dated February 14, 2020, provides that certain members of Holdings that own units in Holdings (the "Holdings Units"), upon expiration of the lock-up period, ending on August 14, 2020, will have the right to cause Holdings to redeem from time to time, all or a portion of such member's Holdings Units (together with an equal number of shares of Class B common stock of the Issuer) for either (x) the delivery by Holdings of a number of shares of Class A common stock of the Issuer equal to the number of Holdings Units surrendered or (y) at Holdings' election made in accordance with the LLC Agreement, the delivery by Holdings of cash equal to the Cash Election Amount (as defined in the LLC Agreement) calculated with respect to such redemption.

	David L. Miller, Chief Executive Officer of PTE Holdings, Inc.	08/05/2020
	David L. Miller	08/05/2020
	** Signature of Reporting Person	Date
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