4//SEC Filing
MIHI LLC 4
Accession 0001209191-20-010737
CIK 0001751143other
Filed
Feb 18, 7:00 PM ET
Accepted
Feb 19, 5:40 PM ET
Size
14.1 KB
Accession
0001209191-20-010737
Insider Transaction Report
Form 4
MIHI LLC
10% Owner
Transactions
- Conversion
Class F Common Stock
2020-02-14−1,975,000→ 0 total(indirect: See footnote)Exercise: $0.00From: 2020-02-14Exp: 2020-02-14→ Class A Common Stock (1,975,000 underlying) - Conversion
Class A Common Stock
2020-02-14+1,975,000→ 2,225,000 total(indirect: See footnote) - Award
Class A Common Stock
2020-02-14$10.00/sh+200,000$2,000,000→ 200,000 total - Disposition to Issuer
Class F Common Stock
2020-02-14−2,950,000→ 1,975,000 total(indirect: See footnote)Exercise: $0.00From: 2020-02-14Exp: 2020-02-14→ Class A Common Stock (2,950,000 underlying)
Footnotes (4)
- [F1]Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), automatically converted into shares of Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis, on February 14, 2020 at the time of the Issuer's initial business combination. The Class F Common Stock had no expiration date.
- [F2]The securities are held directly by Boxwood Sponsor LLC (the "Sponsor"). The Sponsor is jointly owned and managed by MIHI Boxwood Sponsor, LLC, which is controlled by MIHI LLC ("MIHI"), and Boxwood Management Company, LLC ("Boxwood Management"). MIHI and Boxwood Management have shared voting and dispositive power with respect to the shares held by the Sponsor and, as such, may be deemed to beneficially own the shares held by the Sponsor. Macquarie Group Limited ("Macquarie Group") is the ultimate indirect parent of MIHI and may be deemed to beneficially own the Issuer's securities held thereby. Macquarie Group, MIHI and MIHI Boxwood Sponsor, LLC are referred to collectively as the "Reporting Persons." Each Reporting Person disclaims beneficial ownership of all securities of the Issuer reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- [F3]200,000 shares of Class A common stock were issued to MIHI, at the direction of Macquarie Capital (USA) Inc., as partial consideration for their services as a financial advisor to the Issuer.
- [F4]Disposed of pursuant to the Forfeiture Agreement, dated as of January 23, 2020, by and between Atlas Technical Consultants Holdings LP and the Sponsor, pursuant to which the Sponsor agreed to forfeit and surrender for cancellation, for no consideration, 2,950,000 shares of Class F Common Stock.
Documents
Issuer
ATLAS TECHNICAL CONSULTANTS, INC.
CIK 0001751143
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001614352
Filing Metadata
- Form type
- 4
- Filed
- Feb 18, 7:00 PM ET
- Accepted
- Feb 19, 5:40 PM ET
- Size
- 14.1 KB