0001213900-20-031637.txt : 20201015 0001213900-20-031637.hdr.sgml : 20201015 20201015213821 ACCESSION NUMBER: 0001213900-20-031637 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201014 FILED AS OF DATE: 20201015 DATE AS OF CHANGE: 20201015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cappa Gary M. CENTRAL INDEX KEY: 0001806719 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38745 FILM NUMBER: 201242669 MAIL ADDRESS: STREET 1: C/O ATLAS TECHNICAL CONSULTANTS, INC. STREET 2: 13215 BEE CAVE PARKWAY BLDG. B, STE. 230 CITY: AUSTIN STATE: TX ZIP: 78738 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS TECHNICAL CONSULTANTS, INC. CENTRAL INDEX KEY: 0001751143 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] 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 ownership.xml X0306 4 2020-10-14 0 0001751143 ATLAS TECHNICAL CONSULTANTS, INC. ATCX 0001806719 Cappa Gary M. C/O ATLAS TECHNICAL CONSULTANTS, INC. 13215 BEE CAVE PKWY BUILDING B, STE 230 AUSTIN TX 78738 0 1 0 0 Chief Operating Officer Class B Common Stock 2020-10-14 4 J 0 22205 A 22205 D Class B Common Stock 1123656 I See Footnotes LLC Units of Atlas TC Holdings LLC 2020-10-14 4 J 0 22205 A Class A Common Stock 22205 22205 D LLC Units of Atlas TC Holdings LLC Class A Common Stock 1123656 1123656 I See Footnotes On October 14, 2020 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. In connection with the aforementioned distribution, the Reporting Person received 22,205 Opco Units and 22,205 shares of Class B common stock. 756,838 shares of Class B common stock and an equal number of Opco Units are held directly by Engineering & Testing Services Holdings Corporation ("ETS Holdings"), 289,881 shares of Class B common stock and an equal number of Opco Units are held directly by Engineering Services Holdings Corporation ("ES Holdings") and 76,937 shares of Class B common stock and an equal number of Opco Units are held directly by CEL Consulting Holdings Corporation ("CEL"). 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, par value $0.0001 per share 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. 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. /s/ Gary M. Cappa, by Bradford Twombly as Attorney-in-Fact 2020-10-15