4//SEC Filing
Burns Kenneth Jerome JR 4
Accession 0001213900-23-031411
CIK 0001751143other
Filed
Apr 19, 8:00 PM ET
Accepted
Apr 20, 7:43 PM ET
Size
9.5 KB
Accession
0001213900-23-031411
Insider Transaction Report
Form 4
Burns Kenneth Jerome JR
Chief Operating Officer
Transactions
- Disposition to Issuer
Class A common stock
2023-04-19$12.25/sh−92,569$1,133,970→ 0 total - Disposition to Issuer
Performance Stock Units
2023-04-19$12.25/sh−45,485$557,191→ 0 total→ Class A Common Stock (45,485 underlying)
Footnotes (4)
- [F1]At the Effective Time of that certain Agreement and Plan of Merger, dated January 30, 2023, by and among Atlas Technical Consultants, Inc. (the "Company"), GI Apple Midco LLC, and GI Apple Merger Sub LLC (the "Merger Agreement"), each Company RSU outstanding as of immediately prior to the Effective Time that is not a Current Year Company RSU was cancelled and converted into the right to receive an amount in cash equal to the product of (i) $12.25 and (ii) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time. All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement.
- [F2]Disposed of for $12.25 per share pursuant to the terms of the Merger Agreement.
- [F3]At the Effective Time, each Current Year Company RSU and each Current Year Company PSU was converted into a right to receive cash in an amount equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock then subject to such Current Year Company RSU or Current Year Company PSU (the "Cash Replacement Award"). Each Cash Replacement Award will be subject to the same terms and conditions (including vesting terms and terms providing for the acceleration of vesting) that apply to the Current Year Company RSU or Current Year Company PSU that it has replaced; provided that, performance metrics applicable to any Current Year Company PSUs were deemed achieved at target performance.
- [F4]At the Effective Time, each Company PSU outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) $12.25 and (ii) the total number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time; provided that the performance metrics of such Company PSU were deemed achieved at the greater of target and actual performance effective as of the Effective Time (up to a maximum of 137.5% of target), without any pro-ration.
Documents
Issuer
ATLAS TECHNICAL CONSULTANTS, INC.
CIK 0001751143
Entity typeother
Related Parties
1- filerCIK 0001872113
Filing Metadata
- Form type
- 4
- Filed
- Apr 19, 8:00 PM ET
- Accepted
- Apr 20, 7:43 PM ET
- Size
- 9.5 KB