X0306 4 2020-08-25 0 0001751143 ATLAS TECHNICAL CONSULTANTS, INC. ATCX 0001804976 PTE Holdings, Inc. 3989 HWY 290 E DRIPPING SPRINGS TX 78620 0 0 1 0 0001796566 Miller David L C/O ATLAS TECHNICAL CONSULTANTS, INC. 8801 CALERA DRIVE AUSTIN TX 78735 0 1 0 0 Chief Strategy Officer Class B Common Stock 2020-08-25 4 S 0 2187500 7.47 D 189962 D Atlas TC Holdings LLC Units 7.47 2020-08-25 4 S 0 2187500 7.47 D 2020-08-14 Class A Common Stock 2187500 189962 D PTE Holdings, Inc. ("PTE Holdings") sold 2,187,500 shares of the issuer's Class B Common Stock and 2,187,500 units of Atlas TC Holdings LLC ("Atlas Holdings") in a private transaction for aggregate consideration of $16,350,000. 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. 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. The amended and restated limited liability company agreement (the "LLC Agreement") of Atlas Holdings, dated February 14, 2020, provides that certain members of Atlas Holdings that own units in Atlas Holdings (the "Holdings Units"), upon expiration of the lock-up period, ending on August 14, 2020, will have the right to cause Atlas 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 Atlas Holdings' election made in accordance with the LLC Agreement, the delivery by Atlas' Holdings of cash equal to the Cash Election Amount (as defined in the LLC Agreement) calculated with respect to such redemption. PTE Holdings, Inc. 2020-08-27 David L. Miller 2020-08-27