0001213900-23-031411.txt : 20230420 0001213900-23-031411.hdr.sgml : 20230420 20230420194357 ACCESSION NUMBER: 0001213900-23-031411 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230419 FILED AS OF DATE: 20230420 DATE AS OF CHANGE: 20230420 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burns Kenneth Jerome JR CENTRAL INDEX KEY: 0001872113 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 23834240 MAIL ADDRESS: STREET 1: C/O ATLAS TECHNICAL CONSULTANTS, INC. STREET 2: 13215 BEE CAVE PARKWAY, BLDG B, STE 230 CITY: AUSTIN STATE: TX ZIP: 78738 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS TECHNICAL CONSULTANTS, INC. CENTRAL INDEX KEY: 0001751143 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 830808563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY, BUILDING B STREET 2: SUITE 230 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: (512) 851-1501 MAIL ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY, BUILDING B STREET 2: SUITE 230 CITY: AUSTIN STATE: TX ZIP: 78738 FORMER COMPANY: FORMER CONFORMED NAME: Boxwood Merger Corp. DATE OF NAME CHANGE: 20180824 4 1 ownership.xml X0407 4 2023-04-19 1 0001751143 ATLAS TECHNICAL CONSULTANTS, INC. ATCX 0001872113 Burns Kenneth Jerome JR C/O ATLAS TECHNICAL CONSULTANTS, INC. 13215 BEE CAVE PARKWAY BLDG B, SUITE 230 AUSTIN TX 78738 0 1 0 0 Chief Operating Officer 0 Class A common stock 2023-04-19 4 D 0 92569 12.25 D 0 D Performance Stock Units 2023-04-19 4 D 0 45485 12.25 D Class A Common Stock 45485 0 D At the Effective Time of that certain Agreement and Plan of Merger, dated January 30, 2023, by and among Atlas Technical Consultants, Inc. (the "Company"), GI Apple Midco LLC, and GI Apple Merger Sub LLC (the "Merger Agreement"), each Company RSU outstanding as of immediately prior to the Effective Time that is not a Current Year Company RSU was cancelled and converted into the right to receive an amount in cash equal to the product of (i) $12.25 and (ii) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time. All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement. Disposed of for $12.25 per share pursuant to the terms of the Merger Agreement. At the Effective Time, each Current Year Company RSU and each Current Year Company PSU was converted into a right to receive cash in an amount equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock then subject to such Current Year Company RSU or Current Year Company PSU (the "Cash Replacement Award"). Each Cash Replacement Award will be subject to the same terms and conditions (including vesting terms and terms providing for the acceleration of vesting) that apply to the Current Year Company RSU or Current Year Company PSU that it has replaced; provided that, performance metrics applicable to any Current Year Company PSUs were deemed achieved at target performance. At the Effective Time, each Company PSU outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) $12.25 and (ii) the total number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time; provided that the performance metrics of such Company PSU were deemed achieved at the greater of target and actual performance effective as of the Effective Time (up to a maximum of 137.5% of target), without any pro-ration. /s/ Kenneth J. Burns JR, by Bradford Twombly as Attorney-in-Fact 2023-04-20