4//SEC Filing
Miller David L 4
Accession 0001213900-20-015220
CIK 0001751143other
Filed
Jun 16, 8:00 PM ET
Accepted
Jun 17, 9:57 PM ET
Size
9.4 KB
Accession
0001213900-20-015220
Insider Transaction Report
Form 4
Miller David L
Chief Strategy Officer
Transactions
- Other
LLC Units of Atlas TC Holdings LLC
2020-06-15+2,377,462→ 2,377,462 total(indirect: See Footnote)→ Class A common stock (2,377,462 underlying)
Holdings
- 5,353
Class A common stock
Footnotes (4)
- [F1]On May 15, 2020 (the "Grant Date") the Mr. Miller 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. Miller within 30 days of the applicable vesting date.
- [F2]Comprised of 2,377,462 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"). 2,377,462 shares of Opco Units (and an equal number of Class B common stock) are held directly by PTE Holdings, Inc., a Texas corporation.
- [F3]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.
- [F4]Mr. Miller 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 PTE Holdings, Inc. Mr. Miller disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest in PTE Holdings, Inc, 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.
Documents
Issuer
ATLAS TECHNICAL CONSULTANTS, INC.
CIK 0001751143
Entity typeother
Related Parties
1- filerCIK 0001796566
Filing Metadata
- Form type
- 4
- Filed
- Jun 16, 8:00 PM ET
- Accepted
- Jun 17, 9:57 PM ET
- Size
- 9.4 KB