4//SEC Filing
Cappa Gary M. 4
Accession 0001213900-20-031637
CIK 0001751143other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 9:38 PM ET
Size
12.3 KB
Accession
0001213900-20-031637
Insider Transaction Report
Form 4
Cappa Gary M.
Chief Operating Officer
Transactions
- Other
Class B Common Stock
2020-10-14+22,205→ 22,205 total - Other
LLC Units of Atlas TC Holdings LLC
2020-10-14+22,205→ 22,205 total→ Class A Common Stock (22,205 underlying)
Holdings
- 1,123,656(indirect: See Footnotes)
Class B Common Stock
- 1,123,656(indirect: See Footnotes)
LLC Units of Atlas TC Holdings LLC
→ Class A Common Stock (1,123,656 underlying)
Footnotes (4)
- [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 22,205 Opco Units and 22,205 shares of Class B common stock.
- [F2]756,838 shares of Class B common stock and an equal number of Opco Units are held directly by Engineering & Testing Services Holdings Corporation ("ETS Holdings"), 289,881 shares of Class B common stock and an equal number of Opco Units are held directly by Engineering Services Holdings Corporation ("ES Holdings") and 76,937 shares of Class B common stock and an equal number of Opco Units are held directly by CEL Consulting Holdings Corporation ("CEL").
- [F3]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.
- [F4]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 ETS Holdings, ES Holdings and CEL. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in ETS Holdings, ES Holdings and CEL, 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 0001806719
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 9:38 PM ET
- Size
- 12.3 KB