4//SEC Filing
Cappa Gary M. 4
Accession 0001213900-21-007199
CIK 0001751143other
Filed
Feb 4, 7:00 PM ET
Accepted
Feb 5, 5:34 PM ET
Size
21.2 KB
Accession
0001213900-21-007199
Insider Transaction Report
Form 4
Cappa Gary M.
Chief Operating Officer
Transactions
- Other
Class B Common Stock
2021-02-03+58,975→ 135,912 total(indirect: See Footnotes) - Other
LLC Units of Atlas TC Holdings LLC
2021-02-03+580,145→ 1,336,983 total(indirect: See Footnotes)→ Class A Common Stock (580,145 underlying) - Other
LLC Units of Atlas TC Holdings LLC
2021-02-03+58,975→ 135,912 total(indirect: See Footnotes)→ Class A Common Stock (58,975 underlying) - Other
Class B Common Stock
2021-02-03+580,145→ 1,336,983 total(indirect: See Footnotes) - Other
Class B Common Stock
2021-02-03+222,204→ 512,085 total(indirect: See Footnotes) - Other
LLC Units of Atlas TC Holdings LLC
2021-02-03+222,204→ 512,085 total(indirect: See Footnotes)→ Class A Common Stock (222,204 underlying)
Holdings
- 22,205
Class B Common Stock
- 82,119(indirect: By Trust)
Class A Common Stock
- 22,205
LLC Units of Atlas TC Holdings LLC
→ Class A Common Stock (22,205 underlying)
Footnotes (6)
- [F1]On February 3, 2021, 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.
- [F2]580,145 shares of Class B common stock and an equal number of Opco Units were received by Engineering & Testing Services Holdings Corporation ("ETS Holdings") through AS&M Management LLC, a Delaware limited liability company (formerly known as "Atlas Technical Consultants Management LLC" and referred to herein as "AS&M Management").
- [F3]222,204 shares of Class B common stock and an equal number of Opco Units were received by Engineering Services Holdings Corporation ("ES Holdings") through AS&M Management.
- [F4]58,975 shares of Class B common stock and an equal number of Opco Units were received by CEL Consulting Holdings Corporation ("CEL") through AS&M Management.
- [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.
- [F6]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 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.
Documents
Issuer
ATLAS TECHNICAL CONSULTANTS, INC.
CIK 0001751143
Entity typeother
Related Parties
1- filerCIK 0001806719
Filing Metadata
- Form type
- 4
- Filed
- Feb 4, 7:00 PM ET
- Accepted
- Feb 5, 5:34 PM ET
- Size
- 21.2 KB