SEC FORM 4

SEC Form 4

FORM 4

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
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).

1. Name and Address of Reporting Person^*

Cappa Gary M.

(Last)

(First)

(Middle)

C/O ATLAS TECHNICAL CONSULTANTS, INC.

13215 BEE CAVE PKWY BUILDING B, STE 230

(Street)

AUSTIN

78738

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATLAS TECHNICAL CONSULTANTS, INC. [ ATCX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock⁽¹⁾								32,119⁽¹⁾	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LLC Units of Atlas TC Holdings LLC	⁽⁴⁾⁽⁵⁾	06/15/2020		J⁽²⁾⁽³⁾		1,123,656⁽²⁾⁽³⁾		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A common stock	1,123,656⁽²⁾⁽³⁾	⁽⁴⁾⁽⁵⁾	1,123,656⁽²⁾⁽³⁾	I	See Footnotes⁽⁵⁾

Explanation of Responses:

1. On May 15, 2020 (the "Grant Date") the Mr. Cappa received an award of restricted stock units ("RSUs"), which will vest as follows: 1/3 on May 15, 2021, 1/3 on May 15, 2022 and 1/3 on May 15, 2023. Each RSU represents the right to receive one share of Class A common stock, par value $0.0001 per share ("Class A common stock") of Atlas Technical Consultants, Inc. (the "Issuer"). Except as otherwise provided in the applicable RSU award agreement, the shares of Class A common stock underlying the RSUs will be delivered to the Mr. Cappa within 30 days of the applicable vesting date.

2. Comprised of 1,123,656 shares (the "Shares") of Class A common stock, which, upon expiration of the lock-up period, ending on August 14, 2020, may be issued upon the redemption and exchange of units ("Opco Units") in Atlas TC Holdings LLC, a wholly-owned subsidiary of the Issuer ("Holdings"), pursuant to that certain amended and restated limited liability company agreement of Holdings, dated February 14, 2020 (the "LLC Agreement") (together with an equal number of shares of Class B common stock of the Issuer ("Class B common stock").

3. 756,838 shares of Opco Units (and an equal number of Class B common stock) are held directly by Engineering & Testing Services Holdings Corporation, 289,881 shares of Opco Units (and an equal number of Class B common stock) are held directly by Engineering Services Holdings Corporation and 76,937 shares of Opco Units (and an equal number of Class B common stock) are held directly by CEL Consulting Holdings Corporation.

4. The LLC Agreement provides that certain members of Holdings, following the date that is six months from the Closing, 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.

5. Mr. Cappa 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 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 Engineering & Testing Services Holdings Corporation, Engineering Services Holdings Corporation and CEL Consulting Holdings Corporation. Mr. Cappa disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest in Engineering & Testing Services Holdings Corporation, Engineering Services Holdings Corporation and CEL Consulting Holdings Corporation, 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.

	/s/ Gary M. Cappa, by Bradford Twombly as Attorney-in-Fact	06/17/2020
	** Signature of Reporting Person	Date
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