0001209191-20-010737.txt : 20200219 0001209191-20-010737.hdr.sgml : 20200219 20200219174053 ACCESSION NUMBER: 0001209191-20-010737 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200214 FILED AS OF DATE: 20200219 DATE AS OF CHANGE: 20200219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIHI LLC CENTRAL INDEX KEY: 0001614352 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 20631506 BUSINESS ADDRESS: STREET 1: 125 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-231-1000 MAIL ADDRESS: STREET 1: 125 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS TECHNICAL CONSULTANTS, INC. CENTRAL INDEX KEY: 0001751143 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 830808563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY, BUILDING B STREET 2: SUITE 230 CITY: AUSTIN STATE: TX ZIP: 78738 BUSINESS PHONE: (512) 575-3637 MAIL ADDRESS: STREET 1: 13215 BEE CAVE PARKWAY, BUILDING B STREET 2: SUITE 230 CITY: AUSTIN STATE: TX ZIP: 78738 FORMER COMPANY: FORMER CONFORMED NAME: Boxwood Merger Corp. DATE OF NAME CHANGE: 20180824 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-02-14 0 0001751143 ATLAS TECHNICAL CONSULTANTS, INC. ATCX 0001614352 MIHI LLC C/O MACQUARIE CAPITAL (USA) INC. 125 WEST 55TH STREET, L-22 NEW YORK NY 10019 0 0 1 0 Class A Common Stock 2020-02-14 4 C 0 1975000 0.00 A 2225000 I See footnote Class A Common Stock 2020-02-14 4 A 0 200000 10.00 A 200000 D Class F Common Stock 0.00 2020-02-14 4 D 0 2950000 0.00 D 2020-02-14 2020-02-14 Class A Common Stock 2950000 1975000 I See footnote Class F Common Stock 0.00 2020-02-14 4 C 0 1975000 0.00 D 2020-02-14 2020-02-14 Class A Common Stock 1975000 0 I See footnote Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer's Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), automatically converted into shares of Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis, on February 14, 2020 at the time of the Issuer's initial business combination. The Class F Common Stock had no expiration date. The securities are held directly by Boxwood Sponsor LLC (the "Sponsor"). The Sponsor is jointly owned and managed by MIHI Boxwood Sponsor, LLC, which is controlled by MIHI LLC ("MIHI"), and Boxwood Management Company, LLC ("Boxwood Management"). MIHI and Boxwood Management have shared voting and dispositive power with respect to the shares held by the Sponsor and, as such, may be deemed to beneficially own the shares held by the Sponsor. Macquarie Group Limited ("Macquarie Group") is the ultimate indirect parent of MIHI and may be deemed to beneficially own the Issuer's securities held thereby. Macquarie Group, MIHI and MIHI Boxwood Sponsor, LLC are referred to collectively as the "Reporting Persons." Each Reporting Person disclaims beneficial ownership of all securities of the Issuer reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. 200,000 shares of Class A common stock were issued to MIHI, at the direction of Macquarie Capital (USA) Inc., as partial consideration for their services as a financial advisor to the Issuer. Disposed of pursuant to the Forfeiture Agreement, dated as of January 23, 2020, by and between Atlas Technical Consultants Holdings LP and the Sponsor, pursuant to which the Sponsor agreed to forfeit and surrender for cancellation, for no consideration, 2,950,000 shares of Class F Common Stock. MIHI LLC, MIHI LLC, MIHI BOXWOOD SPONSOR LLC, MIHI BOXWOOD SPONSOR LLC, MACQUARIE GROUP LTD, MACQUARIE GROUP LTD MGL - /s/Charles Glorioso, Authorized Signatory, /s/Paul Peduto, Authorized Signatory MIHI LLC - /s/Jin Chun, Authorized Signatory, /s/Larry Handen, Authorized Signatory MIHI BOXWOOD SPONSOR, LLC - /s/Jin Chun, Authorized Signatory, /s/Larry Handen, AS 2020-02-19