SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Reece Joseph E

(Last)

(First)

(Middle)

C/O ATLAS TECHNICAL CONSULTANTS, INC.

13215 BEE CAVE PARKWAY BLDG B, STE 230

(Street)

AUSTIN

78738

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATLAS TECHNICAL CONSULTANTS, INC. [ ATCX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/10/2020		J		32,688⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	57,688	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. In connection with the acquisition (the "Acquisition") of Atlas Technical Consultants, Inc. ("Atlas") by Boxwood Merger Corporation, Inc. ("Boxwood"), Helena Capital Advisors, LP ("Helena") along with other financial advisors and underwriters, elected to receive their respective fees in connection with the Acquisition in the form of Class A common stock of Atlas ("Class A common stock") in lieu of cash. As Mr. Reece resigned from Helena on October 14th, 2019, he did not participate in the election to receive shares of Class A common stock in lieu of a cash fee. On November 5, 2019, Mr. Reece executed a separation agreement with Helena (the "Separation Agreement") where he released all claims on future equity and also assumed certain obligations.

2. (continued from footnote 1) The Separation Agreement obligated Helena to make certain cash payments to Mr. Reece in the future. As Helena elected to receive shares of Class A common stock in lieu of a cash fee in connection with work that it had undertaken for Boxwood, the principals of Helena elected to distribute a portion of these shares to Mr. Reece in satisfaction of the obligation owed him under the Separation Agreement. As a result of this payment under the Separation Agreement, Mr. Reece received 32,688 shares of Class A common stock on March 10th, 2020 with a value of $10.23 per share. Mr. Reece has elected to include these shares of Class A common stock with the securities currently held by Mr. Reece that are subject to a lockup period ending on February 14, 2021 pursuant to a lockup agreement entered into by the Mr. Reece in connection with the Acquisition.

Remarks:

	/s/ Joseph E. Reece, by Bradford Twombly as Attorney-in-Fact	03/11/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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