Kadenacy Stephen M 4
4 · ATLAS TECHNICAL CONSULTANTS, INC. · Filed Feb 19, 2020
Insider Transaction Report
Form 4
Kadenacy Stephen M
DirectorChief Executive Officer10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2020-02-14+1,975,000→ 2,225,000 total(indirect: See footnote) - Other
Class F Common Stock
2020-02-14−2,950,000→ 3,750,000 total(indirect: See footnote)→ Class A Common Stock (2,950,000 underlying) - Exercise/Conversion
Class F Common Stock
2020-02-14−1,975,000→ 3,750,000 total(indirect: See footnote)→ Class A Common Stock (1,975,000 underlying)
Footnotes (5)
- [F1]Immediately upon the consummation of the initial business combination (the "Closing") of Atlas Technical Consultants, Inc. (the "Issuer") on February 14, 2020, each outstanding share of the Issuer's Class F common stock, par value $0.0001 per share ("Founder Shares"), was converted into one share of the Issuer's Class A common stock, par value $0.0001 ("Class A common stock"). Boxwood Sponsor LLC (the "Sponsor") held 1,975,000 Founder Shares prior to the Closing, which were converted into 1,975,000 shares of Class A common stock immediately after the Closing.
- [F2]Includes 250,000 shares of Class A common stock, par value $0.0001 of Boxwood Merger Corp. that converted into 250,000 shares of Class A common stock pursuant to the Closing.
- [F3]Cancellation of Founder Shares to the Issuer for no consideration.
- [F4]The Founder Shares were convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-228018) and had no expiration date.
- [F5]The securities are held directly by the Sponsor. The Sponsor is jointly owned and managed by MIHI Boxwood Sponsor, LLC and Boxwood Management Company, LLC ("Boxwood Management"). Mr. Stephen M. Kadenacy owns a majority interest in, and is the sole manager of, Boxwood Management. As such, Mr. Kadenacy may be deemed to beneficially own the shares held by Boxwood Management or the Sponsor. Certain of the Issuer's other officers and directors hold economic interests in Boxwood Management and pecuniary interests in certain of the securities held by Boxwood Management. Each of Boxwood Management, Mr. Kadenacy and such other officers and directors disclaims such beneficial ownership except to the extent of their respective pecuniary interests therein.