4//SEC Filing
Miller David L 4
Accession 0001213900-20-031554
CIK 0001751143other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 6:59 PM ET
Size
9.6 KB
Accession
0001213900-20-031554
Insider Transaction Report
Form 4
Miller David L
Chief Strategy Officer
Transactions
- Other
Class B Common Stock
2020-10-14+41,700→ 231,662 total - Other
LLC Units of Atlas TC Holdings LLC
2020-10-14+41,700→ 231,662 total→ Class A Common Stock (41,700 underlying)
Footnotes (3)
- [F1]On October 14, 2020 AS&M Holdings LP, a Delaware limited partnership (formerly known as "Atlas Technical Consultants Holdings LP") distributed a number of common units (the "Opco Units") in Atlas TC Holdings LLC ("TC Holdings"), a wholly-owned subsidiary of Atlas Technical Consultants, Inc. (the "Issuer") together with an equal number of shares of Class B Common Stock, par value $0.0001 per share ("Class B common stock") of the Issuer to certain of its limited partners. In connection with the aforementioned distribution, the Reporting Person received 41,700 Opco Units and 41,700 shares of Class B common stock.
- [F2]The amended and restated limited liability company agreement of TC Holdings, dated February 14, 2020 (the "LLC Agreement") provides that certain members of TC Holdings have the right to cause TC Holdings to redeem from time to time, all or a portion of such member's Opco Units (together with an equal number of shares of Class B common stock) for either (x) the delivery by TC Holdings of a number of shares of Class A Common Stock, par value $0.0001 per share of the Issuer, equal to the number of Opco Units surrendered or (y) at TC Holdings' election made in accordance with the LLC Agreement, the delivery by TC Holdings of cash equal to the Cash Election Amount (as defined in the LLC Agreement) calculated with respect to such redemption.
- [F3]Includes 189,962 shares of Class B common stock and an equal number of Opco Units held by PTE Holdings, Inc. ("PTE Holdings"). The Reporting Person 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 Opco Units (together with an equal number of shares of Class B common stock), or 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. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in PTE Holdings, 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
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 6:59 PM ET
- Size
- 9.6 KB