PTE Holdings, Inc. 3
3 · ATLAS TECHNICAL CONSULTANTS, INC. · Filed Aug 6, 2020
Insider Transaction Report
Form 3
PTE Holdings, Inc.
10% Owner
Holdings
- 2,377,462
Class B Common Stock
Atlas TC Holdings LLC Units
→ Class A Common Stock (2,377,462 underlying)
Footnotes (3)
- [F1]Represents 2,377,462 shares of Class B common stock of the Issuer held directly by PTE Holdings, Inc. ("PTE Holdings"). PTE Holdings is managed by David Miller. As a result, Mr. Miller may be deemed to have beneficial ownership of the shares held by PTE Holdings.
- [F2]Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
- [F3]The amended and restated limited liability company agreement (the "LLC Agreement") of Atlas TC Holdings LLC, a wholly-owned subsidiary of the Company ("Atlas Holdings"), dated February 14, 2020, provides that certain members of Holdings that own units in Holdings (the "Holdings Units"), upon expiration of the lock-up period, ending on August 14, 2020, will have the right to cause Holdings to redeem from time to time, all or a portion of such member's Holdings Units (together with an equal number of shares of Class B common stock of the Issuer) for either (x) the delivery by Holdings of a number of shares of Class A common stock of the Issuer equal to the number of Holdings Units surrendered or (y) at Holdings' election made in accordance with the LLC Agreement, the delivery by Holdings of cash equal to the Cash Election Amount (as defined in the LLC Agreement) calculated with respect to such redemption.