4//SEC Filing
Cappa Gary M. 4
Accession 0001213900-20-040830
CIK 0001751143other
Filed
Dec 2, 7:00 PM ET
Accepted
Dec 3, 6:17 PM ET
Size
14.5 KB
Accession
0001213900-20-040830
Insider Transaction Report
Form 4
Cappa Gary M.
Chief Operating Officer
Transactions
- Purchase
Class A Common Stock
2020-12-01$5.51/sh+25,000$137,758→ 57,119 total(indirect: By Trust) - Purchase
Class A Common Stock
2020-12-02$5.92/sh+25,000$147,905→ 82,119 total(indirect: By Trust)
Holdings
- 1,123,656(indirect: See Footnotes)
Class B Common Stock
- 22,205
Class B Common Stock
- 22,205
LLC Units of Atlas TC Holdings LLC
→ Class A Common Stock (22,205 underlying) - 1,123,656(indirect: See Footnotes)
LLC Units of Atlas TC Holdings LLC
→ Class A Common Stock (1,123,656 underlying)
Footnotes (5)
- [F1]The reporting person is trustee of the Cappa Family Trust. The reporting person and members of his immediate family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the ATCX Class A Common Stock held by the trust except to the extent of his pecuniary interest therein. This transaction was executed in multiple trades at prices ranging from $5.20 to $5.58 per share. The price reported above reflects the weighted average purchase price. Upon request from the Securities and Exchange Commission, Atlas Technical Consultants, Inc. (the "Issuer") or a shareholder of the Issuer, full information regarding the number of shares purchased at each separate price will be made available.
- [F2]The reporting person is trustee of the Cappa Family Trust. The reporting person and members of his immediate family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the ATCX Class A Common Stock held by the trust except to the extent of his pecuniary interest therein. This transaction was executed in multiple trades at prices ranging from $5.60 to $6.23 per share. The price reported above reflects the weighted average purchase price. Upon request from the Securities and Exchange Commission, the Issuer or a shareholder of the Issuer, full information regarding the number of shares purchased at each separate price will be made available.
- [F3]The amended and restated limited liability company agreement of Atlas TC Holdings LLC, a wholly-owned subsidiary of the Issuer ("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 common units in TC Holdings (the "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]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").
- [F5]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
- Dec 2, 7:00 PM ET
- Accepted
- Dec 3, 6:17 PM ET
- Size
- 14.5 KB